These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code 9301)
June 7, 2023
(Commencement date of electronic provision measures: May 31, 2023)
To Shareholders with Voting Rights:
Hidechika Saito
Representative Director and President
Mitsubishi Logistics Corporation
19-1, Nihonbashi, 1-chome,
Chuo-ku, Tokyo, JapanNOTICE OF
THE 220TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you of the 220th Annual General Meeting of Shareholders of Mitsubishi Logistics
Corporation (the “Company”). The meeting will be held for the purposes as described below.
We have adopted measures for electronic provision for this General Meeting of Shareholders. The electronic
provision measures matters are posted on the Company’s website, shown below, as “NOTICE OF THE 220TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company’s website: https://www.mitsubishi-logistics.co.jp/english/ir/stockholders_meeting.html
This information is also posted on the website of the Tokyo Stock Exchange. If you are unable to view it fromthe Company’s website, please access the Tokyo Stock Exchange website, shown below. Enter the issue name
“Mitsubishi Logistics” or code “9301” to search, then click on “Basic information” then “Documents for public
inspection/PR information” to view the information.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
From the viewpoint of preventing the spread of the novel coronavirus (COVID-19), we recommend that you
carefully consider whether or not to attend the meeting in person. If you decide not to attend, you can exercise
your voting rights in writing by submitting the Voting Rights Exercise Form, or via the Internet, etc. Please
review the Reference Documents for the General Meeting of Shareholders included in the electronic provision
measures matters, and return your form to arrive no later than 5 p.m. Japan time on Wednesday, June 28, 2023,
or cast your vote via the Internet, etc., by 5 p.m. Japan time on Wednesday, June 28, 2023.
(Please refer to the page 3 for the detailed procedures for exercising voting rights via the Internet, etc.)
We plan to present part of the proceedings of this General Meeting of Shareholders on the Company’s website,
shown above, after the meeting.

11. Date and Time:Thursday, June 29, 2023 at 10 a.m. Japan time

2. Place:

Nihonbashi Dia Building, Headquarters of the Company
19-1, Nihonbashi, 1-chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
220th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 220th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Twelve (12) Directors
Proposal No. 3: Election of Two (2) Corporate Auditors
4. Information on Exercise of Voting Rights(1) If you vote both in writing on the Voting Rights Exercise Form and via the Internet, etc., only your vote
placed via the Internet, etc. will be valid.
In addition, if you submit your vote multiple times via the Internet, etc., only the last vote will be valid.
(2) If you are unable to attend the meeting, you can exercise your voting rights by proxy by appointing anothershareholder with voting rights as proxy and submitting a document that attests the power of proxy.
(3) If you do not indicate a vote to a proposal on the Voting Rights Exercise Form, this will be treated as a votein favor of that proposal.
5. Electronic Provision Measures Matters (Matters Omitted from the Written Documents Delivered toShareholders)

For this General Meeting of Shareholders, we will send written documents containing the electronic
provision measures matters to all shareholders, regardless of whether they have requested provision of such
documents. However, the following items have been omitted from the electronic provision measures mattersin accordance with the provisions of laws, regulations, and Article 15 of the Company’s Articles ofIncorporation.
(i) Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements in
the Consolidated Financial Statements(ii) Non-consolidated Statements of Changes in Net Assets and Notes to Non-consolidated Financial
Statements in the Non-consolidated Financial Statements
The Business Report audited by the Corporate Auditors and the Consolidated Financial Statements and Nonconsolidated Financial Statements audited by the Corporate Auditors and the Accounting Auditor include (i)and (ii) above, in addition to the documents presented in this notice.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Any updates to the electronic provision measures matters will be posted on each of the websites shown above.

2

Instructions for Voting via the Internet
If you exercise your voting rights via the Internet, please view “4. Information on Exercise of Voting Rights” onpage 2 and the following matters before you exercise your rights by 5 p.m. Japan time on Wednesday, June 28,
2023.
By scanning the QR CodeYou can exercise your voting rights without entering the “Login ID” or “temporary password.”
1. Scan the QR Code printed on the tab of the Voting Rights Exercise Form (on the right).
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please vote for or against each proposal following the on-screen guidance.
By entering the “Login ID” and “Temporary password”
Voting rights exercise website: https://evote.tr.mufg.jp/
1. Access the voting rights exercise website.
2. Enter the “Login ID” and “Temporary password” printed on the Voting Rights Exercise Form and click “Login.”
3. Register a new password.
4. Please vote for or against each proposal following the on-screen guidance.
To prevent unauthorized access by non-shareholders (so-called “spoofing”) and falsification of the content of
the exercise of voting rights, the Company requests a change in the “Temporary password” via the voting rights
exercise website.
About the voting rights exercise website(1) The website will be inactive between 2 a.m. and 5 a.m. each day.
(2) It may not be possible to use the website depending upon the Internet environment, the Internet service, or
the model of device that you are using.
(3) Please note that the shareholder is solely responsible for any expenses (Internet connection fees, etc.)
incurred while accessing the voting rights exercise website.
(4) If you have any questions, please contact the following:

Stock Transfer Agency Department (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Telephone: 0120-173-027 (Toll-free)Business Hours: 9 a.m. – 9 p.m. (Japan time)< For institutional investors>
Institutional investors may exercise your voting right using the voting platform operated by ICJ, Inc.

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
As to the appropriation of surplus, the Company adheres to a policy of maintaining stable dividend inconsideration of the retained earnings level in addition to profits for the period while paying attention to thesystematic development of the Logistics Business centered on the Warehousing & Distribution Business, theCompany’s mainstay business, and of the Real Estate Business centered on building leases, strengthening its
financial structure in preparation for changes in its business environment. Additionally, under the Management
Plan (2022-2024), launched in the fiscal year ended March 31, 2023, the Company positions shareholder
returns as one of the most important management issues, and aims to further enhance shareholder returns. For
dividends, the Company has adopted a policy of achieving stable and continuous dividends with a DOE of 2%
or above, while taking into account the balance among corporate performance, growth investments, and capitalefficiency.
For the fiscal year ended March 31, 2023, we propose the year-end dividend of 49 yen per share, taking into
account such factors as the above basic policies, and operating results for the year and the retained earnings
level. As a result, the annual dividend, including 41 yen, the interim dividend, will be 90 yen per share, anincrease of 10 yen compared to the previous fiscal year.
1. Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and its total amount49 yen per share of common stock of the Company
The total amount: 3,830,844,941 yen(3) Effective date of the dividend of surplus
June 30, 2023
2. Other matters regarding appropriation of surplus(1) Item of surplus increased and its amountReserve for private insurance:
200,000,000 yen(2) Item of surplus decreased and its amount
Retained earnings brought forward: 200,000,000 yen

4Proposal No. 2: Election of Twelve (12) Directors
The terms of office of all thirteen (13) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, we nominate the following twelve (12) candidates for Directors:
No.

1

2

3

Name
(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1982
Joined the Company
June 2012
General Manager, International Business Coordination Chamber
April 2015
General Manager, Osaka Branch
June 2016
Director and General Manager, Osaka Branch
Masao Fujikura
April 2017Managing Director; and General Manager, Osaka Branch
30,116(March 20, 1959)
April 2018
President
June 2021
President and Chief Executive Officer
June 2022
Representative Director and President
April 2023
Representative Director and Chairman (current position)[Reason for nomination as candidate for Director]
Mr. Masao Fujikura had served as General Manager of International Business Coordination Chamber, etc. After his term ofoffice as Managing Director and General Manager of Osaka Branch, he served as President, overseeing overall business
operation as a chief executive of the Company from 2018 to 2023. He is currently serving as Chairman. He possesses a wealthof experience and professional knowledge for the Company’s business operation, therefore, the Company nominated him as
Director.
April 1987
Joined the Company
April 2018
General Manager, Osaka Branch
April 2020
General Manager, International Transportation Business
Division
Hidechika Saito
6,951
June 2021
Executive Officer and General Manager, International(July 5, 1964)
Transportation Business Division
April 2022
Managing Executive Officer
June 2022
Representative Director and Managing Executive Officer
April 2023
Representative Director and President (current position)[Reason for nomination as candidate for Director]
Mr. Hidechika Saito had served as General Manager of Osaka Branch and International Transportation Business Division.
After his term of office as Managing Executive Officer responsible for General Affairs, Corporate Communications, Human
Resources, and Sustainability Promotion, he is currently serving as Representative Director and President and oversees
overall business operation as a chief executive of the Company. He possesses a wealth of experience and professional
knowledge for the Company’s business operation, therefore, the Company nominated him as Director.
April 1982
Joined the Company
June 2012
General Manager, Warehousing & Distribution Business
Division
April 2015
Chairman of the Board of Mitsubishi Logistics China Co., Ltd.
April 2016
General Manager, Warehousing & Distribution Business
Division of the Company
June 2016
Director and General Manager, Warehousing & Distribution
Hitoshi Wakabayashi
Business Division
18,945(January 22, 1960) April 2017Managing Director
April 2019
Managing Director; and General Manager, Warehousing &Distribution Business Division
April 2020
Managing Director
June 2021
Managing Director and Managing Executive Officer
June 2022
Director and Managing Executive Officer
April 2023
Director and Senior Managing Executive Officer (current
position)[Reason for nomination as candidate for Director]
Mr. Hitoshi Wakabayashi had long served in the General Affairs Division and the Warehousing & Distribution Business
Division in addition to his term of office as General Manager of Warehousing & Distribution Business Division and an officer
in charge of an overseas subsidiary controlling the business in China, etc. He is currently Director, serving as Senior Managing
Executive Officer responsible for Warehousing & Distribution Business. He possesses a wealth of experience andprofessional knowledge for the Company’s business operation, therefore, the Company nominated him as Director.

5

No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1982
April 2014
April 2016

4

5

6

Number ofshares of theCompany held

Joined the Company
General Manager, Personnel Division
General Manager, General Affairs Division, Corporate
Communications Chamber and Personnel Division
June 2017
Director and General Manager, General Affairs Division,
Shinji Kimura
Corporate Communications Chamber and Personnel Division
12,645(July 18, 1958)
April 2018
Managing Director
April 2020
Managing Director; and General Manager, Technical Division
April 2021
Managing Director
June 2021
Managing Director and Managing Executive Officer
June 2022
Director and Managing Executive Officer (current position)[Reason for nomination as candidate for Director]
Mr. Shinji Kimura had long served in the Management Division such as Planning and the Harbor Transportation Businessdivision, in addition to his term of office as General Manager of General Affairs Division, Corporate Communications
Chamber and Personnel Division. He is currently Director, serving as Managing Executive Officer responsible for Technical,
Harbor Transportation and Real Estate Businesses. He possesses a wealth of experience and professional knowledge for theCompany’s business operation, therefore, the Company nominated him as Director.
April 1987
Joined the Company
April 2018
General Manager, Yokohama Branch
April 2020
General Manager, Planning & Business Coordination Division(currently Corporate Planning Division)
June 2021
Executive Officer and General Manager, Corporate Planning
Munenori Kimura
7,151
Division(June 14, 1964)
April 2022
Managing Executive Officer and General Manager, International
Transportation Business Division
June 2022
Director and Managing Executive Officer; and General
Manager, International Transportation Business Division
April 2023
Director and Managing Executive Officer (current position)[Reason for nomination as candidate for Director]
Mr. Munenori Kimura had long served in the International Transportation Business division including overseas assignment
in addition to his term of office as General Manager of Yokohama Branch, General Manager of Corporate Planning Division,etc. He is currently Director, serving as Managing Executive Officer responsible for Planning, International Transportation
Business and Overseas Business. He possesses a wealth of experience and professional knowledge for the Company’sbusiness operation, therefore, the Company nominated him as Director.
April 1983
Joined the Company
April 2015
General Manager, Planning & Business Coordination Division
June 2019
Director and General Manager, Planning & BusinessAkira Yamao
Coordination Division
9,138(June 13, 1960)
April 2020
Director and General Manager, Osaka Branch
June 2021
Director, Senior Executive Officer and General Manager, Osaka
BranchApril 2023
Director and Managing Executive Officer (current position)[Reason for nomination as candidate for Director]
Mr. Akira Yamao had long served in the Real Estate Business division in addition to the management division such asplanning and his term of office as General Manager of Planning & Business Coordination Division and General Manager of
Osaka Branch. He is currently Director, serving as Managing Executive Officer responsible for Accounting & Financing andInformation System. He possesses a wealth of experience and professional knowledge for the Company’s business operation,
therefore, the Company nominated him as Director.

6

No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1977
April 2012
April 2013
December 2013

7

8

Number ofshares of theCompany held

Joined Mitsubishi Trust and Banking Corporation
President of Mitsubishi UFJ Trust and Banking Corporation
Deputy Chairman of Mitsubishi UFJ Financial Group, Inc.
President and Chairman of Mitsubishi UFJ Trust and Banking
Corporation
June 2015
Director; Deputy Chairman of Mitsubishi UFJ Financial
Group, Inc.
Tatsuo Wakabayashi April 2016
Chairman of Mitsubishi UFJ Trust and Banking Corporation;0(September 29,1952)
Director of Mitsubishi UFJ Financial Group, Inc.
June 2016Retired from Director of Mitsubishi UFJ Financial Group, Inc.
April 2020
Senior Advisor of Mitsubishi UFJ Trust and Banking
Corporation (current position)
June 2019
Director of the Company (current position)[Significant concurrent positions]
Senior Advisor of Mitsubishi UFJ Trust and Banking Corporation
Outside Director of Mitsubishi Materials Corporation[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tatsuo Wakabayashi has long been engaged in the corporate management of Mitsubishi UFJ Trust and Banking
Corporation and holds abundant knowledge and experience relating to banking and finance, etc. The Company nominatedhim in the belief that reflecting his broad insight and invaluable advice in the Company’s management is beneficial to theCompany’s growth and enhancement of corporate value and he is capable of supervising the Company’s management andDirectors effectively.
He currently serves as the chair of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.
April 1977
Joined The Tokio Marine and Fire Insurance Co., Ltd.
April 2016
President & Chief Executive Officer of Tokio Marine & Nichido
Fire Insurance Co., Ltd.
June 2016
Director of Tokio Marine Holdings, Inc.
April 2019
Vice Chairman of the Board of Tokio Marine & Nichido Fire
Insurance Co., Ltd.
June 2019
Retired from Director of Tokio Marine Holdings, Inc.
Toshifumi Kitazawa
April 2022
Senior Executive Advisor of Tokio Marine & Nichido Fire
0
(November 18, 1953)
Insurance Co., Ltd. (current position)
June 2019
Director of the Company (current position)[Significant concurrent positions]
Senior Executive Advisor of Tokio Marine & Nichido Fire Insurance Co., Ltd.
Member of the Board of Directors (Outside Director) and Member of the Audit &Supervisory Committee of MUFG Bank, Ltd.
Outside Director of Sekisui House, Ltd.
[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Toshifumi Kitazawa has long been engaged in the corporate management of Tokio Marine & Nichido Fire InsuranceCo., Ltd. and holds abundant knowledge and experience relating to risk management, finance, etc. The Company nominatedhim in the belief that reflecting his broad insight and invaluable advice in the Company’s management is beneficial to theCompany’s growth and enhancement of corporate value and he is capable of supervising the Company’s management andDirectors effectively.
He currently serves as a member of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.

7

No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1978
April 2015

910

Number ofshares of theCompany held

Joined Nippon Yusen Kabushiki Kaisha
President, Representative Director, President Corporate Officerof Nippon Yusen Kabushiki Kaisha
June 2019
Chairman, Director, Chairman Corporate Officer of Nippon
Yusen Kabushiki Kaisha
June 2020
Chairman, Director, Chairman and Executive Officer of
Tadaaki Naito
0
Nippon Yusen Kabushiki Kaisha(September 30, 1955)
April 2022
Chairman, Director of Nippon Yusen Kabushiki Kaisha
April 2023
Director of Nippon Yusen Kabushiki Kaisha (current position)
June 2020
Director of the Company (current position)[Significant concurrent positions]
Senior Advisor of Nippon Yusen Kabushiki Kaisha (scheduled to take office in June
2023)
[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tadaaki Naito has long been engaged in the corporate management of Nippon Yusen Kabushiki Kaisha and holds
abundant knowledge and experience relating to logistics operations, etc. which is the Company’s mainstay business. The
Company nominated him in the belief that reflecting his broad insight and invaluable advice in the Company’s management
is beneficial to the Company’s growth and enhancement of corporate value and he is capable of supervising the Company’s
management and Directors effectively.
We expect his contribution to the Company’s corporate governance through appropriate suggestions and recommendations
from an objective standpoint independent of executive management.
April 1977
Joined Nippon Telegraph and Telephone Public Corporation
June 2009
Director of the General Affairs Department of Nippon Telegraphand Telephone Corporation
June 2012
Senior Executive Vice President of NTT Communications
Corporation
June 2015
President and CEO of NTT Communications Corporation
June 2020
Corporate Advisor of NTT Communications Corporation
Tetsuya Shoji(current position)0(February 28, 1954)
June 2021
Director of the Company (current position)[Significant concurrent positions]
Corporate Advisor of NTT Communications Corporation
Outside Director of Sapporo Holdings Limited
Outside Director of Hitachi Zosen Corporation
Outside Director of Japan Tobacco Inc.
Outside Director of circlace Inc.
[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Tetsuya Shoji has long been engaged in the corporate management of NTT Communications Corporation and holds
abundant knowledge and experience relating to business operation innovation, etc. utilizing new digital technologies which
the Company has been promoting. The Company nominated him in the belief that reflecting his broad insight and invaluableadvice in the Company’s management is beneficial to the Company’s growth and enhancement of corporate value and he iscapable of supervising the Company’s management and Directors effectively.
He currently serves as a member of the Nomination and Compensation Committee of the Company. In addition to his
continuing contribution to ensuring and enhancing the objectivity and transparency of the procedures for determining thenomination and compensation of Directors as a member of the Committee, we expect his contribution to the Company’s
corporate governance through appropriate suggestions and recommendations from an objective standpoint independent ofexecutive management.

8

No.

Name
(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1976
July 1996

11

12

Joined the Ministry of Health and Welfare
Drug Management and Policy Department of World HealthOrganization (on secondment)
July 1999
Organization for Pharmaceutical Safety and Research (onsecondment)
April 2000
Professor of Drug Management and Policy Department, Instituteof Medical, Pharmaceutical and Health Sciences, Kanazawa
University
April 2017
Professor Emerita of National University Corporation Kanazawa
University (current position)
Kazuko Kimura
October 2017
Specially Appointed Professor of Graduate School of Medical
0(May 1, 1951)
Sciences of National University Corporation Kanazawa
University
March 2023
Retired as Specially Appointed Professor of Graduate School of
Medical Sciences of National University Corporation Kanazawa
University
June 2021
Director of the Company (current position)[Significant concurrent positions]
Professor Emerita of National University Corporation Kanazawa University
External Director of Takara Bio Inc.
Representative Director of Medicines Security Workshop[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Ms. Kazuko Kimura, as a Ph.D. holder in pharmaceutical sciences, has served in prominent posts at external organizations
such as the World Health Organization after working for the Ministry of Health and Welfare and as professor at National
University Corporation Kanazawa University. In addition, she holds abundant knowledge and experience in the field of
medical and health care, etc., which are the Company’s core and focus areas. The Company nominated her in the belief thatreflecting her broad insight and invaluable advice from the viewpoint of diversity in the Company’s management is beneficial
to the Company’s growth and enhancement of corporate value and she is capable of supervising the Company’s management
and Directors effectively.
We expect her contribution to the Company’s corporate governance through appropriate suggestions and recommendations
from an objective standpoint independent of executive management.
Although she has not been involved in corporate management other than serving as an outside director in the past, theCompany believes that she can appropriately perform her duties as Outside Director for the reasons described above.
April 1986
Joined the Company
April 2018
General Manager, General Affairs Division, Corporate
Communications Chamber and Personnel Division
June 2020
Director and General Manager, General Affairs Division and
Masanori Maekawa
Corporate Communications Chamber(April 13, 1962)
8,138
June 2021
Senior Executive Officer and General Manager, General Affairs
New candidate
Division and Corporate Communications Chamber
April 2023
Managing Executive Officer and General Manager, General
Affairs Division and Corporate Communications Chamber(current position)[Reason for nomination as candidate for Director]
Mr. Masanori Maekawa had long served in the Management Division such as General Affairs and Human Resources
divisions, in addition to his term of office in the Warehousing & Distribution Business Division. He is currently Managing
Executive Officer responsible for General Affairs, Corporate Communications, Human Resources, and Sustainability
Promotion and General Manager of General Affairs Division and Corporate Communications Chamber. He possesses a
wealth of experience and professional knowledge for the Company’s business operation, therefore, the Company nominatedhim as Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. Responsibilities of the candidates at the Company who are incumbent Directors of the Company are as stated in the Business
Report (pages 22 through 23).
Additionally, the five Directors, Mr. Tatsuo Wakabayashi, Mr. Toshifumi Kitazawa, Mr. Tadaaki Naito, Mr. Tetsuya Shoji and
Ms. Kazuko Kimura are incumbent Outside Directors of the Company.
3. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company to insure Directors, Corporate Auditors, and Executive Officers, etc., of theCompany. The Company plans to renew the contract at expiration. The outline of the said insurance contract is as stated in theBusiness Report (page 24). If the election of each candidate for Director is approved, they will be insured under the said
insurance contract.

94. Matters regarding the candidates for Outside Director are as follows.
(1) Five Directors, Mr. Tatsuo Wakabayashi, Mr. Toshifumi Kitazawa, Mr. Tadaaki Naito, Mr. Tetsuya Shoji and Ms. Kazuko
Kimura are candidates for Outside Director. If the election of each candidate for Director is approved, the Company plans
to designate them as independent officers as stipulated by Tokyo Stock Exchange, Inc. and register them with thesaid Exchange.
(2) Years of service as Outside Directors of the Company since their first appointment (until the conclusion of this year’s
Annual General Meeting of Shareholders)Mr. Tatsuo Wakabayashi: 4 years
Mr. Toshifumi Kitazawa: 4 years
Mr. Tadaaki Naito: 3 years
Mr. Tetsuya Shoji: 2 years
Ms. Kazuko Kimura: 2 years

10[Reference]

The expertise and experience of each Director are as follows.
Expertise and Experience
Legal

Name

Current position at
the Company

Corporate

Finance andManagement Accounting

Marketing

ESG andSustainability

Contribution

Affairs,
HR Strategy

ComplianceTechnology

and Risk

Growth*Management

Masao Fujikura

Chairmanto theCompany’s

○

○

○

○

○

○

Overall

○

○

○

○

○

○

Overall

Representative
Hidechika Saito

Director andPresident
Director andHitoshi Wakabayashi Senior Managing

○

○

○

○

○

○

1, 2, 4

Executive Officer
Director andShinji KimuraManaging○

3

Executive Officer
Director andMunenori KimuraManaging○

2

Executive Officer
Director and○○

Tatsuo Wakabayashi Outside Director

○

○

○

○

○

5

Toshifumi Kitazawa Outside Director

○

○

○

○

○

5

Tadaaki Naito

Outside Director

○

○

○

○

○

5

Tetsuya Shoji

Outside Director

○

○

○

○

○

4

Kazuko Kimura

Outside Director

○

○

○

○

1

○

○

○

Akira Yamao

Managing○

4

Executive Officer(New candidate)
Masanori Maekawa Managing○

5

Executive Officer*Contribution to the Company’s Growth: Contribution to the growth strategies aimed at achieving MLC2030 Vision (terms
generally quoted from MLC2030 Vision)
1. Establish a customer-oriented support system (take on comprehensive supply chain challenges with a focus on the
medical/health care, food/beverage, machinery/electrical machine, and new materials industries as priority areas)
2. Expand overseas businesses
3. Secure stable profits in the Port and Harbor Transportation and the Real Estate Businesses
4. Improve operational processes and further utilization of new technologies
5. Strengthen the Group management base
(Note) This table does not represent all the skills that each Director possesses.

11[Reference] Initiatives to Reduce Cross-shareholdings
1. Policy concerning cross-shareholdings
We will accelerate the reduction of equity investments held for purposes other than pure investment(cross-shareholdings) after continuously verifying the rationality of such holdings, and utilize the funds
generated from these sales for strategic investments, business investments, and shareholder returns.
2. Status of cross-shareholdings
Of cross-shareholdings totaling 120.7 billion yen at the end of the previous fiscal year, we have solddown approximately 12.0 billion yen as of the end of the fiscal year under review, while the total value ofcross-shareholdings was 118.2 billion yen at the end of the fiscal year under review, partly due to a rise in
the market prices of the shares held, and the ratio of cross-shareholdings to net assets stood at 33.4%.
3. Plan for the reduction of cross-shareholdings
During the term of the Management Plan (2022-2024), we will reduce cross-shareholdings by at least
40.0 billion yen, including the reduction of 12.0 billion yen in the fiscal year under review, in accordancewith our plan, after engaging in dialogue with our investee companies.
We plan to further progress with the sale of cross-shareholdings until we reduce the ratio of crossshareholdings to net assets to below 20% by the end of the fiscal year ending March 31, 2026, after which
we will continue to reduce these shareholdings.
[Trend in sales of cross-shareholdings]
At least 40.0
billion in total(Billion yen)
16.0
14.0
12.0
10.0
8.0
6.0
4.0
2.0
0.0

[Value of cross-shareholdings and ratio to net assets](%)(Billion yen)

12.0
7.6
6.0 6.8
1.3
2018

2019

2020

2021

Management Plan
(2022-2024)(Fiscal y ear)12

Proposal No. 3: Election of Two (2) Corporate Auditors
The terms of office of Corporate Auditors Tohru Watanabe and Mikine Hasegawa will expire at theconclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, we nominate the following two (2) candidates for Corporate Auditor.
Furthermore, the approval of the Board of Corporate Auditors has been obtained regarding the submissionof this Proposal.

No.

Name
(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1982
June 2016

1

Joined the Company
Director and General Manager, Accounting & Financing
Division
April 2018
Managing Director; and General Manager, Accounting &Yasushi Saito
Financing Division(October 16, 1958)
13,547
New candidate
June 2018
Managing Director
June 2021
Managing Director and Managing Executive Officer
June 2022
Director and Managing Executive Officer
April 2023
Director (current position)[Reason for nomination as candidate for Corporate Auditor]
Mr. Yasushi Saito had long served in the Accounting & Financing Division. He served as Director from 2016 and asManaging Director and Managing Executive Officer responsible for Accounting & Financing and Information System from2018 until this year. As he is familiar with the actual management of the Company, the Company nominated him as Corporate
Auditor so that the Company’s auditing may benefit from his experience and achievements.
April 1991
Joined Mitsubishi Corporation
October 2018
Chief Financial Officer of IVICT EUROPE GMBH
Masanao Yamato(September 25, 1967) June 2020
0
Executive Vice President & Director of Mitsubishi Corporation
New candidate
Urban Development, Inc. (current position)

2[Reason for nomination as candidate for Outside Corporate Auditor]
The Company nominated Mr. Masanao Yamato as Corporate Auditor so that the Company’s auditing may benefit from his
wealth of knowledge and broad insight based on his long experience serving in the Accounting & Financing Divisions at
Mitsubishi Corporation and other companies.
(Notes)1. There are no special interests between each candidate and the Company.
2. The Company has concluded a directors and officers liability insurance contract provided for in Article 430-3, Paragraph 1 of
the Companies Act with an insurance company to insure Directors, Corporate Auditors, and Executive Officers, etc., of theCompany. The Company plans to renew the contract at expiration. The outline of the said insurance contract is as stated in theBusiness Report (page 24). If the election of each candidate for Corporate Auditor is approved, they will be insured under thesaid insurance contract.
3. Mr. Masanao Yamato is a candidate for Outside Corporate Auditor. He satisfies the requirements for an independent officer as
stipulated by Tokyo Stock Exchange, Inc.

13

(Appendix)

Business Report(April 1, 2022 - March 31, 2023)

I. Overview of the Company Group
1.
(1)

Business Progress and Results
Business Conditions
During the fiscal year under review, although the recovery in the global economy showed signs ofcoming to a standstill in Europe, a moderate upturn continued in the United States and elsewhere, andthere were also indications of an upturn in China, where some weakness had been persisting. The Japanese
economy witnessed an upturn in capital investment as well as a moderate recovery in consumer spending,despite some signs of weakness such as concerns regarding the impact of the recent rise in consumer prices
on household budgets.
In these economic situations, amid persistent global inflation due to factors such as the invasion of
Ukraine, Mitsubishi Logistics Corporation and its subsidiaries and affiliates (collectively, the “Group”)
performed strongly overall. The business environment surrounding the Group proved relatively favorable
in the logistics industry on a full-year basis, despite increasing costs due to labor shortages and the rise inenergy prices, as well as a downturn in unit prices of ocean and air freight rates from their previously
elevated levels. In the real estate industry, although customer footfall in commercial facilities was in arecovery trend, it still fell short of pre-pandemic levels. The vacancy rate of office buildings in lease
increased with the slump in demand, and this was compounded by factors such as rising electricity costs,
leading to the persistence of adverse conditions.
Under these circumstances, the Group promoted marketing activities while utilizing new approaches
such as IT, etc. In the Logistics Segment, we made efforts expanding distribution operations especiallyfor pharmaceuticals, automotive, etc., and increasing the volume of international freight. In the Real
Estate Segment, we focused our efforts on securing tenants, and maintaining and improving rent levels.
Meanwhile, we endeavored to improve business performance through measures such as the collection of
appropriate fees in line with cost increases, as well as cost management and the further improvement ofefficiency in business operations.
As a result, revenue for the fiscal year under review amounted to 300,594 million yen, an increase of
43,363 million yen, or 16.9% from the previous fiscal year. In the Logistics Segment, revenue increased
due to an increase in freight handled in the Warehousing & Distribution, Harbor Transportation, andInternational Transportation businesses, in addition to the contribution of higher unit prices of ocean
freight rates in the International Transportation Business and the depreciation of the yen, despite a slightdecline in freight handled in the Overland Transportation business. In the Real Estate Segment, revenue
decreased due mainly to the rise in the vacancy rate of office buildings in lease in the Tokyo area and a
decline in property sales in the condominium sales business, despite the recovery in customer footfall incommercial facilities after forced shutdowns due to the impact of the COVID-19 pandemic in the previous
fiscal year. On the other hand, cost of services overall increased 37,300 million yen, or 16.3% from theprevious fiscal year to 265,898 million yen. In the Logistics Segment, operational and transportationconsignment costs increased with an increase in freight handled. In the Real Estate Segment, real estate
sales costs decreased due to the decline in condominium sales. Selling, general and administrative
expenses increased 1,180 million yen, or 11.3% from the previous fiscal year to 11,667 million yen due
mainly to an increase in personnel expenses at consolidated subsidiaries.
As a result, operating income increased by 4,882 million yen, or 26.9% year on year to 23,027 million
yen, reflecting the increase in income in the Logistics Segment, despite the decrease in income in the Real
Estate Segment. Ordinary income increased by 6,894 million yen, or 29.8% to 30,046 million yen,reflecting increases in dividend income and equity in earnings of unconsolidated subsidiaries and affiliates.
Profit attributable to owners of parent increased by 9,333 million yen, or 52.2% from the previous fiscal
year to 27,226 million yen. This was mainly due to an increase in extraordinary income from gain on saleof marketable securities and investments in securities associated with the reduction of cross-shareholdings
and gain on disposal of non-current assets associated with the sale of non-core real estate leasing assets.
Performance by business segment of the Group was as follows.

141) Logistics Segment
Revenue in the Warehousing & Distribution Business increased by 9.3% from the previous fiscal year
to 63,980 million yen, mainly due to an increase in the volume of freight handled for pharmaceuticals,
beverages, and automotive components. Revenue in the Overland Transportation Business decreased by
0.3% from the previous fiscal year to 51,847 million yen, mainly due to a decrease in the volume of project
freight handled. Meanwhile, revenue in the Harbor Transportation Business increased by 1.7% from theprevious fiscal year to 23,340 million yen, mainly due to an increase in container freight handling volume.
In the International Transportation Business, factors such as an increase in export and import freight
handled and contribution of higher unit price of ocean freight rates and the depreciation of the yen resulted
in a 57.9% increase in revenue from the previous fiscal year to 116,219 million yen.
As a result, overall revenue in the Logistics Segment was 263,899 million yen, up 48,659 million yen,or 22.6% from the previous fiscal year. Also, operating expenses were up by 43,589 million yen, or 21.6%,
from the previous fiscal year to 245,125 million yen due to an increase in operational and transportationconsignment costs in line with an increase in freight handling volume. As a result, segment income(operating income) was 18,774 million yen, an increase of 5,070 million yen, or 37.0% from the previous
fiscal year.
2) Real Estate Segment
In the mainstay Real Estate Leasing Business, revenue increased by 2.7% from the previous fiscal year
to 30,531 million yen due mainly to the recovery in customer footfall in commercial facilities after forced
shutdowns due to the impact of the COVID-19 pandemic in the previous fiscal year, despite the rise in thevacancy rate of office buildings in lease in the Tokyo area. Other revenue decreased by 44.9% from theprevious fiscal year to 7,667 million yen due mainly to a decrease in property sales in the condominium
sales business.
As a result, overall revenue in the Real Estate Segment was 38,199 million yen, down 5,463 million
yen, or 12.5% from the previous fiscal year. Operating expenses were down by 5,270 million yen, or
15.8% from the previous fiscal year to 28,075 million yen due to a decrease in real estate sales costs
associated with the decline in condominium sales, as well as a decline in expenses recorded in the previous
term, such as real estate acquisition tax associated with newly acquired facilities in Osaka. Due to theabove, segment income (operating income) was 10,123 million yen, a decrease of 193 million yen, or
1.9% from the previous fiscal year.
Revenue by segment

Categories
Logistics Segment[Warehousing & Distribution Business][Overland Transportation Business][Harbor Transportation Business][International Transportation Business][Other]Real Estate Segment[Real Estate Leasing Business][Other]Elimination of inter-segment
transactions
Total(Millions of yen unless otherwise stated)
Year-on-year change
Fiscal year
Fiscal year
ended March
ended March
Percentage
Amount31, 2023
31, 2022(%)
263,899
215,240
48,65922.6[63,980][58,562][5,417][9.3][51,847][52,017][(170)][(0.3)][23,340][22,950]
[390]
[1.7]
[116,219][73,593][42,626][57.9][8,512][8,116][395][4.9]
38,19943,662(5,463)(12.5)[30,531][29,735]
[795]
[2.7]
[7,667][13,926][(6,259)][(44.9)](1,504)(1,672)

167－

300,594257,230

43,36316.9(Note) Elimination of inter-segment transactions refers to the elimination of inter-segment transactions included in therevenue of the Logistics Segment and Real Estate Segment.

15

(2)

Capital Investments
The Group made capital investments in the total amount of 16,487 million yen for construction of
warehouses and facilities for lease, etc.
The main investments made during the fiscal year under review were as follows.
1) Completed Warehouses
Osaka:
Ibaraki Distribution Center No. 5[Completed in October 2022]
Warehouses(4 stories, floor area of approx. 26,100 m2)
2) Facilities for lease under construction
Tokyo:
Data center[Scheduled for completion in April 2024]
Rental building for computer-processing center(9 stories, floor area of approx. 34,800 m2)
Kobe:
Suma Aqualife Park/Kaihin Park Restructuring Project(the Company’s business ratio is 27.8%)[Scheduled for completion in June 2024]
Commercial facilities for lease (development area of approx. 101,900 m2)
Kobe:
Kobe Sannomiya Kumoi 5-chome District Category 1 Urban Redevelopment Project[Scheduled for completion in December 2027](the Company’s business ratio for reserved floor area is 24.5%)
Offices and hotel for lease (3 stories below ground, 32 stories above ground, floorarea of approx. 98,600 m2)(3)

Financing
The capital investments and operating capital of the Group were funded by cash on hand andborrowings from financial institutions.

(4)

Future Outlook and Issues
In the future world economy, although the impact of global monetary tightening on business conditions
and the situation in Ukraine are concerning, a moderate improvement is expected to continue. In addition,
the state of the Japanese economy is expected to improve, partly owing to the effects of various policies,
as the country lives with COVID-19.
In this economic climate, under the business environment surrounding the Group, harsh situations
continue due to falling ocean and air freight rates, intensified competition and an increase in cost resulting
from factors such as labor shortages and rising energy prices, although a recovery in freight movement is
forecast in the logistics industry. There is concern in the real estate industry over the rise in electricity
prices and a decline in demand for rental office buildings, despite the expected continuation of a recovery
trend in sales at commercial facilities.
Under these circumstances, the Group upholds a vision MLC2030 Vision to be accomplished in 2030,
and by giving first priority to “contributing to the improvement of customer’s value,” we aim to be a
corporate group that continues to be selected by customers both in Japan and overseas as a logistics
company that consistently handles the supply chain from procurement to distribution and sales as a partnerof customers.
Specifically, we will implement the following measures.
1) The Group will establish a customer-oriented support system in the priority categories including
medical/health care, food/beverage, and machinery/electrical machine industries, as well as in the
new materials industry, which was added in the newly formed Management Plan (2022-2024) as
the market is expected to expand toward 2030.
2) Overseas, the Group will move forward with system enhancements to support customer supply
chains in the medical/health care and food/beverage industries and strengthen its forwarding
business to capture the demand for high quality cold chains expected to grow in a number ofregions such as Southeast Asia (ASEAN).
3) The Group will further enhance the competitiveness of its Harbor Transportation Business byleveraging its cargo handling services, the efficiency of which is ranked among the highest
globally, while at the same time developing complexes and facilities and boosting its operational
capability in the Real Estate Business. By doing so, it will seek to secure stable profits.
4) The Group will review the operational processes of all businesses and facilitate efficient
operations by utilizing new technologies such as IoT, AI and robotics. Through these efforts, it
16

aims to improve service quality and production efficiency.
5) The Group aims for growth by strengthening cost competitiveness through organizational
management across the Company and its Group companies and securing/developing humanresources, particularly in the priority areas.
In the Management Plan (2022-2024) that is the second stage toward the achievement of the MLC2030
Vision, the Group has established the five basic policies as follows. The Group, as a whole, will promote
the measures to ensure we achieve our targets of operating income of 20,000 million yen and ROE (returnon equity) of 7%.
1)
Improving profitability of the logistics business2)
Expanding the growth base of overseas business3)
Expanding the real estate business by improving development capacity
4)
Developing high value-added services by utilizing cutting-edge technologies
5)
Strengthening the Group management baseWe will work on enhancing shareholder returns and improving capital efficiency to further enhance
the corporate value, under a strong earnings foundation and an appropriate financial base.
Furthermore, in order to promote initiatives for the ESG (Environment, Social, Governance)
management and the SDGs proposed by the United Nations, we have set six key themes: (i) Safety andsecurity, Disaster response, (ii) Environmental measures, (iii) Cutting-edge technology, Innovation, (iv)
Partnership, (v) Human resource development, Employee satisfaction, and (vi) Compliance, Human rights,
Gender. By establishing measures, evaluation indicators, and target values for each theme, we will aim toachieve them, as well as the MLC2030 Vision, in the fiscal year ending March 31, 2031. To ensure that
we achieve the targets, we publish the main initiatives for each theme in the Management Plan (20222024) and promote quality initiatives, led by the Sustainability Committee, through progress management,
periodic inspection and replacement of measures, evaluation indicators and targets, and expanding
communication with internal and external parties via the Integrated Report and the Group’s official
websites, etc.
The Group engages in the business of logistics and real estate, which function as social infrastructure,and help to achieve a “sustainable” society, very much in the spirit of the SDGs. The Group will aim for its
sustainable growth by identifying growth opportunities for business as it strives to solve environmental andother social issues.

17

2.

The Group
The Company

Trends in Assets and Income
Trends in assets and income of the Group and the Company for the fiscal year under review and thelast three fiscal years are as follows.
(Millions of yen unless otherwise stated)
The 217th fiscal The 218th fiscal The 219th fiscal Fiscal year
year
year
year
under review
Item(April 1, 2019 - (April 1, 2020 - (April 1, 2021 - (April 1, 2022 March 31, 2020) March 31, 2021) March 31, 2022) March 31, 2023)
Revenue
229,057
213,729
257,230
300,594
Operating income
12,195
11,735
18,14423,027
Ordinary income
16,822
16,01323,151
30,046
Profit attributable to owners
11,851
39,16017,892
27,226of parent
Basic earnings per share
137.31462.28219.47342.00(yen)
Total assets
468,243535,761
562,187
573,689
Total net assets
286,356
326,829
347,759
354,432
Revenue
160,031
151,553
184,137
200,601
Operating income
8,899
9,376
12,046
14,832
Ordinary income
13,616
13,964
17,952
21,853
Net income
10,10938,573
17,646
22,108
Basic earnings per share
117.08455.16216.37277.60(yen)
Total assets
416,534
483,917505,990504,309
Total net assets
260,685
299,249
317,611317,847(Notes)1. The Group’s profit attributable to owners of parent and basic earnings per share, and the Company’s net income
and basic earnings per share increased in the 218th fiscal year and decreased in the 219th fiscal year because werecorded extraordinary income including gain on disposal of non-current assets and compensation income as aresult of partial transfer of a site for the Company’s Real Estate Business around Nagoya Station, among others,in the 218th fiscal year.
2. In the 219th fiscal year and the fiscal year under review, the Group and the Company’s revenue, operating income,and ordinary income increased due to an overall increase in freight handled in the Logistics Segment and thecontribution of higher unit prices of ocean and air freight rates in the International Transportation Business andthe depreciation of the yen, etc.
3. Basic earnings per share of the Group and of the Company are calculated based on the weighted-average number ofshares issued during the relevant period and are rounded off to the second decimal place.

18

3.

Material Subsidiaries
Company name

The Company’s
Capitalpercentage of equity(Millions of yen) participation (%)

Fuji Logistics Co., Ltd.

2,979

95.0

Ryoso Transportation Co.,
Ltd.

360

100

Dia Buil-Tech Co., Ltd.

100

100

Shinryo Koun Co., Ltd.

36

86.0

Mitsubishi Logistics China
Co., Ltd.

RMB250
million100

P.T. Mitsubishi Logistics
Indonesia
Mitsubishi Logistics
America Corporation
Mitsubishi Logistics Europe
B.V.

IDR631,665
million
USD10,000
thousand
EUR2,500
thousand

99.9
100
100

Principal business
Warehousing & Distribution
Business
Overland Transportation
Business
Real Estate Managing
Business
Port and Harbor Operation
Business
Investment in Logistics
Business in China andmanagement of affiliate
logistics companies
Warehousing & Distribution
Business
International Transportation
Business
International Transportation
Business

The number of the consolidated subsidiaries subject to consolidated accounting is 48, including 8
material subsidiaries shown above, while the number of affiliates subject to the equity method is 3. The
majority of these companies are engaged in operations and transportation related to the Logistics Businessand management of buildings related to the Real Estate Business.
4.

Principal Business(1) Logistics Segment
1) Warehousing & Distribution BusinessBusiness conducting storage and handling of incoming and outgoing cargo, etc. at warehouses
containing consigned items
2) Overland Transportation BusinessBusiness conducting transport and usage transport, etc. by freight automobiles
3) Harbor Transportation BusinessBusiness conducting coastal cargo handling and onboard cargo handling, etc. at ports
4) International Transportation BusinessBusiness conducting handling of international product transport, etc. (including handlingdomestic marine cargo transport)(2) Real Estate Segment
Business conducting consignment, design and oversight of purchase, leasing, management
and construction of real estate

19

5.

Principal Business Locations(1) The Company
Headquarters: Chuo-ku, Tokyo
Branches: Tokyo, Yokohama, Nagoya, Osaka, Kobe and Fukuoka(2) Subsidiaries
1) Logistics Segment
Fuji Logistics Co., Ltd. (Minato-ku, Tokyo)
Ryoso Transportation Co., Ltd. (Koto-ku, Tokyo)
Shinryo Koun Co., Ltd. (Chuo-ku, Kobe)
Mitsubishi Logistics China Co., Ltd. (Shanghai, China)
P.T. Mitsubishi Logistics Indonesia (Jawa Barat, Indonesia)
Mitsubishi Logistics America Corporation (New York City, State of New York, U.S.A)
Mitsubishi Logistics Europe B.V. (Ridderkerk, South Holland, The Netherlands)
2) Real Estate Segment
Dia Buil-Tech Co., Ltd. (Chuo-ku, Tokyo)

6.

Employees(1) Employees of the Group
Categories
Logistics Segment
Real Estate Segment
Administrative segment,
Headquarters of the Company
Total

Number of employees(Changes from previous fiscal year-end)
4,353 (decreased 9)
264 (decreased 26)
91 (increased 11)
4,708 (decreased 24)(Notes)1. The figures in the above table do not include 47 persons on leave and seconded outside of
the Group.
2. Separate from the above, there are 1,189 temporary employees and 1,514 seconded andcontracted employees from outside the Group.

(2) Employees of the Company
Number of employees (Changes
from previous fiscal year-end)
957 (decreased 57)

Average age

Average years of service

40 years,
4 months

16 years, 0 months(Notes)1. The figures in the above table do not include 142 persons on leave and seconded outside of
the Company.
2. Separate from the above, there are 183 temporary employees and 630 seconded and contracted
employees from within and outside of the Group.
3. Average age and average years of service are rounded down to the nearest month.
4. The decrease in the number of employees of the Company was mainly due to a one-off
increase in the number of persons on leave who are seconded to a consolidated subsidiary,
following the transfer of customs and marine cargo operations to that subsidiary.

7.

Material Lenders
Amount of borrowings(Millions of yen)
31,3358,000
7,930

Lender
MUFG Bank, Ltd.
Syndicated loans
The Norinchukin Bank

(Note) Syndicated loans are co-financed by a group of 15 institutions (including MUFG Bank,
Ltd., The Norinchukin Bank, and others) led by MUFG Bank, Ltd.

20

II. Status of Shares
1.
Matters concerning Shares(1) Authorized shares

220,000,000 shares(2) Number of shares issued, capital and number of shareholders
End of fiscal year
Previous fiscal
Item
under review
year-end
87,960,739
Number of shares issued (shares)
81,960,739
Capital (yen)22,393,986,570
22,393,986,570
Number of shareholders (persons)
7,764
7,203
(Notes) 1.
2.

Changes from theprevious fiscal year-end
6,000,000 (decreased)
0561 (increased)

Number of shares issued includes 3,780,230 treasury shares.
The Company cancelled 6,000,000 treasury shares on May 20, 2022.

(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio%

Thousand shares

The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
Meiji Yasuda Life Insurance Company
MITSUBISHI ESTATE CO., LTD.
STATE STREET BANK AND TRUST COMPANY 505001
Tokio Marine & Nichido Fire Insurance Co., Ltd.
MUFG Bank, Ltd.
TAKENAKA CORPORATIONNIKON CORPORATIONBNYM AS AGT/CLTS NON TREATY JASDEC(Notes)1.
2.
3.

14,904
6,631
5,153
3,665
2,606
2,041
1,505
1,505
1,156
1,109

19.1
8.5
6.6
4.7
3.3
2.6
1.9
1.9
1.5
1.4

In addition to the above, the Company holds 3,780 thousand shares of treasury shares.
MUFG Bank, Ltd. has set 375 thousand shares of the Company as trust funds for retirement benefits for which
voting rights are reserved, in addition to the shares stated in the table above.
“Shareholding ratio” is calculated after excluding treasury shares (3,780,230 shares).

(4) Status of shares delivered to corporate executives as consideration for execution of their duties during the
fiscal year under review
To incentivize eligible officers to sustainably increase the Company’s corporate value and promote thefurther sharing of value with shareholders, shares are delivered to Directors excluding Outside Directors ascompensation for granting restricted stock. The stock cannot be disposed of until the recipient retires orresigns from the position of the Company’s Director or other positions decided by the Company’s Boardof Directors.
Type and number of shares
Number of eligible officers
Directors (excluding Outside
Common stock of the Company
8 persons
Directors)
15,035 shares
Outside Directors
Corporate Auditors-212. Company Officers(1)

Directors and Corporate Auditors
Position

Representative Director
President
Director
Managing Executive Officer

Areas of responsibility or significant
concurrent positions

Name
Masao Fujikura
Hitoshi Wakabayashi

Responsible for Warehousing &Distribution BusinessDirector
Managing Executive Officer

Yasushi Saito

Responsible for Accounting & Financing
and Information System

Director
Managing Executive Officer

Shinji Kimura

Responsible for Technical, Harbor
Transportation and Real Estate Businesses
Responsible for Planning, International
Transportation Business and Overseas
Business
General Manager, International
Transportation Business Division
Responsible for General Affairs, Corporate
Communications, Human Resources, andSustainability Promotion

Director
Managing Executive Officer

Munenori Kimura

Representative Director
Managing Executive Officer

Hidechika Saito

Director

Tatsuo Wakabayashi

Senior Advisor, Mitsubishi UFJ Trust andBanking Corporation

Director

Toshifumi Kitazawa

Senior Executive Advisor, Tokio Marine &Nichido Fire Insurance Co., Ltd.

Director

Tadaaki Naito

Chairman, Director, Nippon Yusen
Kabushiki Kaisha

Director

Tetsuya Shoji

Corporate Advisor, NTT Communications
Corporation

Director

Kazuko Kimura

Specially Appointed Professor, Graduate
School of Medical Sciences, National
University Corporation Kanazawa
University

Director
Senior Executive Officer

Tatsushi Nakashima

General Manager, Yokohama Branch

Director
Senior Executive Officer

Akira Yamao

General Manager, Osaka BranchStanding Corporate Auditor(full time)

Tohru Watanabe

Corporate Auditor(full time)

Mikine Hasegawa

Corporate Auditor

Yohnosuke Yamada

LawyerCorporate Auditor

Takao Sato

Certified Public Accountant

Corporate Auditor

Junya Miura

Full-time Corporate Auditor, Ryoso
Transportation Co., Ltd.

22

(Notes)

1.

2.

3.
4.
5.

6.

7.

8.

Of Directors, Mr. Tatsuo Wakabayashi, Mr. Toshifumi Kitazawa, Mr. Tadaaki Naito, Mr. Tetsuya
Shoji, and Ms. Kazuko Kimura are Outside Directors as stipulated by Article 2, item 15 of theCompanies Act. The Company designated them as independent officers as stipulated by Tokyo Stock
Exchange, Inc. and registered them with the said Exchange.
Of Corporate Auditors, Mr. Mikine Hasegawa, Mr. Yohnosuke Yamada and Mr. Takao Sato are
Outside Corporate Auditors as stipulated by Article 2, item 16 of the Companies Act. The Company
designated them as independent officers as stipulated by Tokyo Stock Exchange, Inc. and registeredthem with the said Exchange.
Corporate Auditor Mr. Takao Sato is a Certified Public Accountant and has a considerable knowledge
regarding finance and accounting.
Director Mr. Tadaaki Naito retired as Chairman, Director of Nippon Yusen Kabushiki Kaisha on
March 31, 2023 and continues to serve as Director of the company.
Director Ms. Kazuko Kimura retired as Specially Appointed Professor of Graduate School of Medical
Sciences of National University Corporation Kanazawa on March 31, 2023 and continues to serve as
Professor Emerita of the university.
The Directors who retired during the fiscal year under review were as follows:(Retired on June 29, 2022)
Director Saburo Naraba
Director Hiroshi Nishikawa
Of Directors shown above, positions and responsibilities were changed as follows on April 1, 2023.
(Previous positions)(New positions and responsibilities)
Representative Director
Representative Director
Masao Fujikura
ChairmanPresident
Representative Director
Representative Director
Hidechika Saito
President
Managing Executive Officer
Director
Senior Managing Executive Officer
Director
Hitoshi Wakabayashi(Responsible for Warehousing &Managing Executive Officer
Distribution Business)
Director
Yasushi Saito
Director (-)
Managing Executive Officer
Director
Managing Executive Officer
Director
Akira Yamao(Responsible for Accounting &Senior Executive Officer
Financing and Information System)
Director
Tatsushi Nakashima
Director (-)
Senior Executive Officer
In addition to the above, the six Executive Officers who do not hold concurrent position as Director are as
below. (As of April 1, 2023)
Position
Name
Areas of responsibility or positions
Responsible for General Affairs, Corporate
Communications, Human Resources, andManaging
Sustainability Promotion
Masanori Maekawa
Executive Officer
General Manager, General Affairs Division,
Corporate Communications Chamber
Senior Executive
Akio Miura
General Manager, Nagoya Branch
Officer
General Manager, Information Systems
Executive Officer
Manabu Kusuyama
Division
Executive Officer
Naoyuki Inamo
General Manager, Tokyo Branch
General Manager, Real Estate Business
Executive Officer
Takashi Mukai
Division
General Manager, Corporate Planning
Executive Officer
Shiro Ochi
Division23

(2)Outline of the Directors and Officers Liability Insurance Contract
The Company has concluded a directors and officers liability insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company to insure Directors,
Corporate Auditors and Executive Officers, etc. The contract covers damages and litigation costs
resulting from liability of the insured arising in the performance of their duties or claims received in
the pursuit of such liability. However, measures are taken so that the properness of the performanceof duties by the insured is not impaired by excluding the damages arising from the insured’s criminal
acts, acts committed with the knowledge that they violate laws, insider trading, and unlawful benefit
and defining deductibles not to cover damages under specific amount.
The Company fully covers the insurance premiums.
(3)

Compensation to Directors and Corporate Auditors for the Fiscal Year under Review
1) Policy for determining details of compensation for each Director
The Company resolved the policy at the meeting of the Board of Directors based on suggestions fromthe Nomination and Compensation Committee upon consulting with the Committee.
(i) Policy for determining the amount of basic compensation for each Director, details of performancebased compensation and nonmonetary compensation and calculation method of their amount or figures(including policy for determining timing and conditions of providing compensation)
Compensation for Directors shall consist of basic compensation, performance-based compensation,and stock compensation at amounts based on their duties and the compensation level of society ingeneral.
Basic compensation shall be paid according to the position of each Director as monthly fixedcompensation within the limit of compensation determined at a general meeting of shareholders.
Performance-based compensation shall be bonuses for Directors excluding Outside Directors.
Payment is to be made at a specific timing every year at an amount calculated based on the performanceindicators of the previous fiscal year within the compensation limit that is common with basic
compensation. Three performance indicators (changed at the meeting of the Board of Directors on
February 24, 2023) are used: operating income, which is considered an appropriate indicator of theresults of the company’s business activities; ROE (return on equity), which is considered appropriate
as a capital efficiency indicator; and the reduction rate of CO2 emissions, which is used to evaluate
environmental initiatives under the Initiatives by the Mitsubishi Logistics Group for ESG Management
and the SDGs. The amount of bonuses is calculated based on the performance indicators of theprevious fiscal year, using a predetermined calculation table. A certain degree of addition or subtraction
can be made in this calculation, based on the evaluation of initiatives for issues set for each individual.
Stock compensation is intended to incentivize recipients to sustainably increase the Company’s
corporate value and promote the further sharing of value with shareholders. Payment is to be made ata specific timing every year at an amount deemed reasonable in light of the purpose within thecompensation limit that is common with basic compensation to Directors excluding Outside Directors
as compensation for granting restricted stock. The stock cannot be disposed of until the recipient retires
or resigns from the position of the Company’s Director or other positions decided by the Company’s
Board of Directors.
(ii) Policy for determining the ratio of monetary compensation, performance-based compensation, andnonmonetary compensation for each Director
The payment amount per type of compensation for each Director shall be determined so that theratio per type of compensation for each Director will function as an appropriate incentive
commensurate with the duties expected for each position.
To link compensation with medium- to long-term business performance, the Company’s sharesshall be acquired through the officer stock ownership plan using contributions from monthly
compensation and bonuses at amounts not less than those set for each position. All the shares purchased
shall be held throughout the service period and until one year after retirement.
(iii) Determination of details of compensation for each Director
Based on the above policy, matters such as the compensation limit to be submitted to the general
meeting of shareholders, drafts of proposals regarding stock compensation, and allotment of each typeof compensation for each individual shall be discussed by the Nomination and Compensation
Committee. The Committee was established as an advisory body to the Board of Directors mainlycomprising independent Outside Directors to further enhance the objectivity and transparency of theprocedures for determining the nomination and compensation of Directors. Based on the suggestions
24

of the Committee, the Board of Directors shall discuss and resolve the matter at its meetings attended
by Outside Directors and Outside Corporate Auditors.
Details of compensation for each Director for the fiscal year under review are deemed to conform to theabove policy because the Board of Directors determined them based on suggestions from the Nomination
and Compensation Committee which deliberated on the matter according to the above policy.
2) Policy for determining the amount of compensation for Corporate Auditors and its calculation method
Compensation for Corporate Auditors is determined by discussion between Corporate Auditors within
the compensation limit resolved at a general meeting of shareholders.
3) Resolution of the general meeting of shareholders concerning compensation for Directors and Corporate
Auditors
The upper limit on total compensation for Directors is 600 million yen per year (of which, 100 million
yen per year for Outside Directors; resolved at the 216th Annual General Meeting of Shareholders held on
June 27, 2019; not including the portion of employees’ salary for Directors who concurrently serve as
employees), with 120 million yen per year for Corporate Auditors (resolved at the 216th Annual General
Meeting of Shareholders held on June 27, 2019). There were 15 Directors (including 4 Outside Directors)
and 5 Corporate Auditors at the conclusion of the 216th Annual General Meeting of Shareholders held on
June 27, 2019.
Within the scope of compensation limit for Directors stated above, the Company provides monetarycompensation for granting restricted stock to Directors excluding Outside Directors (150 million yen per year
for up to 100 thousand shares of the Company’s common stock; resolved at the 217th Annual General
Meeting of Shareholders held on June 26, 2020). There were 11 Directors excluding Outside Directors at
the conclusion of the 217th Annual General Meeting of Shareholders held on June 26, 2020.
4) Total amount of compensation for Directors and Corporate Auditors, etc.
Total amount per type of compensation
Total amount(Millions of yen)of
Bonuses
Restricted stock
Category
compensation
Basic(performancecompensation(Millions ofcompensation
based(nonmonetaryyen)
compensation)compensation)
Directors
439
334
56
47
[of which, Outside
[52]
[52]
[－]
[－]
Directors]
Corporate Auditors
78
78
－
－
[of which, Outside
[42]
[42]
[－]
[－]
Corporate Auditors](Notes)1.

Number of
eligible
executives(Persons)
15
[5]
5
[3]

Bonuses are performance-based compensation paid to Directors, excluding Outside Directors, within
the compensation limit that is common with basic compensation. As presented in “(i) Policy for
determining the amount of basic compensation for each Director, details of performance-based
compensation and nonmonetary compensation and calculation method of their amount or figures(including policy for determining timing and conditions of providing compensation)” on page 27,
three performance indicators are used: operating income, ROE (return on equity), and the reduction
rate of CO2 emissions. The amount of bonuses is calculated based on the performance indicators of
the previous fiscal year (performance indicators are changed at the meeting of the Board of Directors
on February 24, 2023). The amount of bonuses above represents the total amount expensed in thefiscal year under review for the bonuses paid in June 2022 (51 million yen) and the total amount
expensed in the fiscal year under review for the bonuses to be paid in June 2023 (58 million yen).

25

The results of each performance indicator for calculating bonuses are shown below (an estimate ispresented for reduction rate of CO2 emissions, as more time is required for a precise calculation).
Portion paid in June 2022
Portion to be paid in June 2023
The 219th fiscal year
The 220th fiscal year
Performance indicator(April 1, 2021–March 31, 2022) (April 1, 2022–March 31, 2023)
Operating income (consolidated)
18,144 million yen
23,027 million yen
Ordinary income (consolidated)
23,151 million yen(Not applicable)
ROE (consolidated)
5.4%
7.8%
Reduction rate of CO2 emissions(Not applicable)(33.2)%
2.

3.

The amount of the restricted stock compensation above is the amount expensed as restricted stockcompensation for the fiscal year under review. Details of stock compensation and status of theirdelivery are as described in “1. Matters concerning Shares, (4) Status of shares delivered to corporate
executives as consideration for execution of their duties during the fiscal year under review.”
In addition to the payment amounts mentioned above, the portion of employees’ salary of 52 million
yen were paid to Directors concurrently serving as employees (2 persons during the fiscal year underreview).

(4) Matters concerning Outside Directors
1) Significant concurrent positions at other corporations, etc.
Name
Company name
Mitsubishi UFJ Trust and Banking
Corporation
Tatsuo Wakabayashi
Mitsubishi Materials Corporation
Tokio Marine & Nichido Fire
Insurance Co., Ltd.
Toshifumi Kitazawa

Tadaaki Naito

Tetsuya Shoji

Kazuko Kimura(Notes)1.
2.
3.

MUFG Bank, Ltd.
Sekisui House, Ltd.
Nippon Yusen Kabushiki Kaisha
NTT Communications
Corporation
Sapporo Holdings Limited
Hitachi Zosen Corporation
Japan Tobacco Inc.
circlace Inc.
Graduate School of Medical
Sciences of National University
Corporation Kanazawa University
Takara Bio Inc.
Medicines Security Workshop

Title
Senior Advisor
Outside Director
Senior Executive Advisor
Member of the Board of Directors(Outside Director) and Member of the
Audit & Supervisory Committee
Outside Director
Chairman, Director
Corporate Advisor
Outside Director
Outside Director
Outside Director
Outside Director

Specially Appointed Professor
External Director
Representative Director

The Company has transactions such as logistics operation consignment, etc. with Mitsubishi
Materials Corporation.
The Company has transactions such as loans and logistics operation consignment, etc. with MUFG
Bank, Ltd.
The Company has transactions such as logistics operation consignment, etc. with Sekisui House,

Ltd.
4.
5.
6.
7.
8.

The Company has mutual transactions in logistics operation consignment, etc. with Nippon Yusen
Kabushiki Kaisha.
The Company has transactions such as logistics operation consignment, etc. with Hitachi Zosen
Corporation.
The Company has transactions such as logistics operation consignment, etc. with Japan Tobacco Inc.
The Company has made a donation for the foundation of donated courses to National University
Corporation Kanazawa University.
The Company has paid lecture fees to Medicines Security Workshop.

262) Main activities
Mr. Tatsuo Wakabayashi participated in all 12 meetings of the Board of Directors held during the
fiscal year under review. He has adequately fulfilled his responsibilities as Director by expressing his
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having long been engaged in the corporate management of Mitsubishi UFJ Trust and Banking
Corporation and his abundant knowledge and experience in banking and finance, etc.
As the chair of the Nomination and Compensation Committee, he participated in 3 meetings out of
4 meetings of the Committee held during the fiscal year under review and contributed to maintaining
and enhancing the objectivity and transparency of the procedures for determining the nomination andcompensation of Directors.
Mr. Toshifumi Kitazawa participated in all 12 meetings of the Board of Directors held during the
fiscal year under review. He has adequately fulfilled his responsibilities as Director by expressing his
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having long been engaged in the corporate management of Tokio Marine & Nichido Fire
Insurance Co., Ltd. and his abundant knowledge and experience in risk management, finance, etc.
As a member of the Nomination and Compensation Committee, he participated in all 4 meetings of
the Committee held during the fiscal year under review and contributed to maintaining and enhancing
the objectivity and transparency of the procedures for determining the nomination and compensationof Directors.
Mr. Tadaaki Naito participated in 11 meetings out of 12 meetings of the Board of Directors held
during the fiscal year under review. He has adequately fulfilled his responsibilities as Director by
expressing his opinions actively at the meetings of the Board of Directors from an independent andobjective standpoint and striving to supervise the Company’s management and Directors based on
insight gained through having long been engaged in the corporate management of Nippon Yusen
Kabushiki Kaisha and his abundant knowledge and experience in logistics operations, etc.
Mr. Tetsuya Shoji participated in 11 meetings out of 12 meetings of the Board of Directors held
during the fiscal year under review. He has adequately fulfilled his responsibilities as Director by
expressing his opinions actively at the meetings of the Board of Directors from an independent andobjective standpoint and striving to supervise the Company’s management and Directors based on
insight gained through having long been engaged in the corporate management of NTT
Communications Corporation and his abundant knowledge and experience in business operation
innovation, etc., utilizing new digital technologies.
As a member of the Nomination and Compensation Committee, he participated in 3 meetings out of
4 meetings of the Committee held during the fiscal year under review and contributed to maintaining
and enhancing the objectivity and transparency of the procedures for determining the nomination andcompensation of Directors.
Ms. Kazuko Kimura participated in all 12 meetings of the Board of Directors held during the fiscal
year under review. She has adequately fulfilled his responsibilities as Director by expressing her
opinions actively at the meetings of the Board of Directors from an independent and objective
standpoint and striving to supervise the Company’s management and Directors based on insight gained
through having served in prominent posts at external organizations such as the World HealthOrganization after working for the Ministry of Health and Welfare and as professor at National
University Corporation Kanazawa University, as someone who holds a Ph.D. holder in pharmaceuticalsciences, and her abundant knowledge and experience in the field of medical and health care, etc.
(5) Matters concerning Outside Corporate Auditors
1) Significant concurrent positions at other corporations, etc.
Name
Company nameTakao Sato
IX Knowledge Inc.

27

Title
Outside Director

2) Main activities
During the fiscal year under review, the Company held 17 meetings of the Board of Corporate
Auditors. Mr. Mikine Hasegawa participated in 17 meetings, Mr. Yohnosuke Yamada in 17 meetings,
and Mr. Takao Sato in 16 meetings. During the fiscal year under review, the Company held 12 meetingsof the Board of Directors. Mr. Mikine Hasegawa participated in 12 meetings, Mr. Yohnosuke Yamada
in 12 meetings, and Mr. Takao Sato in 11 meetings. Each of Outside Corporate Auditors statedinvaluable opinions from an objective and professional standpoint backed by their accumulated
experiences at trading companies, as a lawyer and a certified public accountant, respectively.
3.

Accounting Auditor(1)

Accounting Auditor’s Name
KPMG AZSA LLC(2)Compensation for Audit Service Set Forth in Article 2, Paragraph 1 of the Certified Public
Accountants Act
71 million yen(Notes)
1. Upon confirming the content of the audit plan, the conditions of the execution status of theaccounting audit, and the assumptions for calculating remuneration estimates, etc., of the
Accounting Auditor, the Board of Corporate Auditors has given its approval under Article 399,
Paragraph 1 of the Companies Act for the remuneration, etc., of the Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, compensation foraudits pursuant to the Companies Act and audits pursuant to Financial Instruments and Exchange
Law are not strictly separated, and otherwise cannot be separated. Consequently, the above
amount reflects total compensation.

(3)

Details of Services Apart from Audit Service Set Forth in Article 2, Paragraph 1 of theCertified Public Accountants Act
The Company entrusts the Accounting Auditor with advisory services (non-audit services) apartfrom the audit service set forth in Article 2, Paragraph 1 of the Certified Public Accountants Act.

(4)

Cash and Other Profits Payable by the Company or Its Subsidiaries to Accounting Auditor
90 million yen(Note)
Of significant subsidiaries of the Company, Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi
Logistics Indonesia, and Mitsubishi Logistics Europe B.V. receive audits (limited to stipulations of
the Companies Act and the Financial Instruments and Exchange Act (including laws and regulationsof other countries corresponding to these laws)) from accounting auditors (including entities
possessing qualifications in other countries corresponding to these qualifications) separate from the
Accounting Auditor of the Company.

(5)

Policy Regarding Determination of Termination or Nonreappointment of Accounting Auditor
Aside from termination of the Accounting Auditor by the Board of Corporate Auditors as defined in
Article 340 of the Companies Act, should the Accounting Auditor be deemed unable to execute its duties
properly and the replacement of the Accounting Auditor be deemed necessary, the Company shall submit
the proposal to terminate or not reappoint the Accounting Auditor to the General Meeting of Shareholders,
based on a resolution of the Board of Corporate Auditors.

28

III. Company’s Systems and Policies
1.

System to ensure that Directors execute their duties in compliance with laws and regulations andthe Articles of Incorporation and other systems to ensure proper business execution
As rules and a charter to be strictly followed by executives and employees during the course of
executing duties, the Company has formulated a “Code of Conduct” as described below, and clearly states
its position to actively work toward thorough compliance with related laws, in addition to environmental
protection and social contribution, etc.
1) The Company will comply with laws and regulations and rules, and execute corporate activities
sincerely and fairly so as not to disrupt societal norms.
2) The Company will disclose corporate information at appropriate times and in an appropriate way, andaim for broad communication with society.
3) The Company will continue to not have any relationships with anti-social forces that have a negative
impact on the order and safety of civil society.
4) The Company will recognize the importance of environmental issues and cooperate withenvironmental protection activities.
5) While providing services that are safe, high quality, and socially effective, the Company will work
toward societal contribution activities as a “good corporate citizen,” placing harmony with regionalsocieties and international society at the forefront.

<Chart of corporate governance system> (As of March 31, 2023)

General Shareholders Meeting

Board of Directors

Corporate
Auditors

Nomination
andCompensation
Committee

Board ofCorporate
Auditors

Independent
AuditorCorporate Auditors’
Chamber

Executive Committee

PresidentInternal Control and Compliance
Committee

Managing Executive Officer
Executive Officers

General Managers’ Meeting(General Managers) Respective
Divisions, andChambers of the Head Office(General Managers) 6 branches

Group Management Meeting

Risk Management Committee
Internal
Audit
Department
Sustainability Committee

52 subsidiaries(including 20 overseas
subsidiaries)
15 affiliates

29Under this Code of Conduct, the Company has formulated “Basic Policy Regarding Implementationof Internal Control Systems” as described below, in order to ensure the appropriate execution of duties byexecutives and employees and appropriateness of corporate operations.
(1) System to ensure that the Directors execute their duties in compliance with laws and regulations andthe Articles of Incorporation
Important decision-making shall be deliberated upon and resolved at a meeting of the Board of
Directors that is held once per month in principle in accordance with the Regulations on the Board of
Directors, which clarifies agenda standards. Regarding execution of duties, responsibilities for
Directors shall be defined, and each Director shall execute duties concerning their responsibilities, withaccountability pursuant to laws and regulations and the Articles of Incorporation.
Corporate Auditors shall inspect important decision-making documents, attend meetings of theBoard of Directors, the Executive Committee, and General Managers’ meetings, etc. to ascertain thestatus of important decision-making and the execution of duties, and shall provide opinions.
(2) System to ensure that the employees execute their duties in compliance with laws and regulations
and the Articles of Incorporation
While ensuring thorough recognition of the Company’s “Code of Conduct” and internal
regulations, the Internal Audit Department shall audit compliance with laws and regulations and thestatus of the execution of duties based on the annual audit plan, report the results to the President,
and evaluate the status of improvement of the audit results.
In order to prevent or promptly discover and correct actions that may infringe upon laws andregulations and the Articles of Incorporation, an Internal Reporting Hotline (Helpline) shall beestablished.
Furthermore, through establishment of the Internal Control and Compliance Committee, theimplementation status of internal control functions and the compliance conditions shall be evaluated,aiming to enhance the internal controls and CSR compliance.
(3) System for storage and management of information related to the execution of duties of the Directors
Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors shall be appropriately stored and managed in accordance with laws
and regulations and internal regulations.
(4) Regulations or any other systems for management of risk of loss
While aiming for thorough compliance with the Basic Risk Management Manual, etc., the Risk
Management Committee shall be established, working toward advance prevention of business risk
and risks related to finance and legal matters, alongside with strengthening measures against natural
disasters. Additionally, if risks arise, “Countermeasure Headquarters” shall be established, andcompanywide support and countermeasures shall be thoroughly implemented, aiming forminimization of losses and early restoration of normal operations.
(5) System to ensure that the execution of duties of the Directors is efficient
We have introduced an executive officer system for the purpose of further strengthening corporate
governance by strengthening management and supervisory functions as well as executive functions,and by improving management efficiency and accelerating decision making.
Directors and Executive Officers shall strictly maintain the efficiency and soundness ofmanagement while executing duties related to their responsibilities according to the management plan.
In addition, all Executive Directors and Executive Officers with a title of Managing Executive
Officer or higher shall deliberate regarding the execution of important duties based on adequate
documentation at the Executive Committee held about once per week (observed by full-time
Corporate Auditors), while making resolutions or reporting on execution status at meetings of theBoard of Directors.
(6) System to ensure proper business execution within the Company group consisting of the Company
and its subsidiaries
・ Executives shall be dispatched from the Company to subsidiaries. In addition to implementationof Codes of Conduct suited for the businesses of subsidiaries, they oversee the duties of Directorsof subsidiaries to be executed efficiently in accordance with the management plan.
・ The execution of important duties at subsidiaries shall be deliberated in advance with the Company
in accordance with the Regulations on Affiliate and Subsidiary Administration, and Executive
Officers in charge, with a title of Managing Executive Officer or higher, shall receive reports from30

the subsidiaries periodically or as needed regarding the status of the execution of duties andfinancial conditions, etc. at subsidiaries.
・ A Group Management Meeting, comprised of the Company and significant subsidiaries, shall be held
about twice per year, ensuring the appropriateness of operations of the overall Group.
・ The Sustainability Committee shall be established to perform examination and progress
management of measures and target values of initiatives for ESG management and SDGs of theGroup to discuss matters regarding the promotion of other initiatives.
・ The Internal Audit Department shall audit compliance with laws and regulations and the status of
the execution of duties at subsidiaries and report the results to the President. Corporate Auditors,
the Internal Audit Department of the Company and Corporate Auditors of the subsidiaries shallcooperate and express their opinions regarding the optimization of operations of the overall Groupas necessary.
・ To prevent or promptly discover and correct actions that may infringe upon laws and regulations
and the Articles of Incorporation, subsidiaries shall establish a common Internal Reporting Hotline(Helpline) jointly with the Company.
・ Regarding risk of losses at subsidiaries, in addition to management according to the Basic Risk
Management Manual, etc., subsidiaries shall establish risk management structures according totheir business types.
・ Appropriate structures for internal controls shall be implemented and operated in order to secure
the reliability of financial reporting.
(7) Employees to assist the duties of Corporate Auditors
The Corporate Auditors’ Chamber shall be established as a department to assist the duties ofCorporate Auditors, and dedicated personnel shall be assigned.
(8) Independence of employees to assist the duties of Corporate Auditors from Directors and mattersconcerning effectiveness of instructions toward said employees
By the nature of their post, personnel dedicated to the Corporate Auditors’ Chamber shall work
directly for Corporate Auditors, and deliberation shall be made with the Board of Corporate Auditors
in advance regarding the selection of such personnel, etc.
(9) System for Directors and employees and executives and employees of subsidiaries (including parties
receiving reports from these persons) to report to Corporate Auditors and other systems for reporting
to Corporate Auditors
Directors and employees as well as executives and employees of subsidiaries (including parties
receiving reports from these persons) shall report periodically to Corporate Auditors regarding thestatus of the execution of duties and financial conditions, etc., and the Internal Audit Department
shall report the results of internal audits to Corporate Auditors.
Additionally, Directors and employees as well as executives and employees of subsidiaries(including parties receiving reports from these persons) shall report as required to Corporate Auditors
regarding matters that will have a significant effect on management.
(10) System to ensure that persons reporting to Corporate Auditors do not receive unfavorable treatment
with said report as rationale
Any unfavorable treatment shall not be incurred due to reporting to Corporate Auditors includinginternal reporting.
(11) Policies for processing expenses or liabilities incurred regarding the execution of duties by Corporate
Auditors
Expenses or liabilities incurred regarding the execution of duties by Corporate Auditors shall beprocessed appropriately in accordance with laws and regulations.
(12) Other systems to ensure the effectiveness of audits by Corporate Auditors
Corporate Auditors shall receive periodic reports from the Accounting Auditor regarding thestatus of audits, and shall conduct effective audits through internal audits by the Internal Audit
Department.
During audits, Directors and employees shall cooperate with Corporate Auditors to provide
required information at the appropriate time.

31

2.

Summary of the operational status of the system in 1. above
Based on the above “Basic Policy Regarding Implementation of Internal Control Systems,” theCompany has established and operated the internal control systems for the Company and subsidiaries.
A summary of the operational status of internal control systems for the fiscal year under review is asfollows.
(1) Status of the execution of duties by Directors and employees
・ Meetings of the Board of Directors were held 12 times, and the Board of Directors deliberated
important matters and made resolutions, and Directors in charge provided reports on the status ofexecution of important duties.
・ Meetings of the Executive Committee, comprised of all Executive Directors and Executive Officers
having a title of Managing Executive Officer or higher chaired by the President, was held about
once per week (observed by full-time Corporate Auditors), and deliberated on important mattersregarding management.
・ In light of deliberations at the Executive Committee, each Executive Director and Executive
Officer with a title of Managing Executive Officer or higher executed duties responsibly, including
measures based on the Management Plan (2022-2024), according to the division of duties.
・ The General Managers' Meetings, comprised of General Managers of Branches, Directors,
Executive Officers, Corporate Auditors and the General Managers of the Headquarters Department,
were held about once per month for a total of 11 times, and the status of the execution of duties
were reported and confirmed.
・ Meetings of the Internal Control and Compliance Committee and Risk Management Committee
were each held once, and meetings of the Sustainability Committee three times. The status ofexecution of duties companywide was evaluated from the independent viewpoints of eachcommittee. As a measure against COVID-19, the Company set up a task force headed by the
President based on the Basic Risk Management Manual after consultation with the Risk
Management Committee.
・ To ensure thorough dissemination of the Code of Conduct and internal regulations of the Company,
internal training has been conducted, and the status of compliance among executives andemployees has been confirmed through surveys, etc.
・ Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors have been managed by each responsible department according to
the number of years required as defined by laws and regulations and internal regulations.
(2) Status of the Corporate Group, composed of the Company and subsidiaries
・ To manage risk of losses arising at the Group, the Company has prepared a Basic Risk Management
Manual, and worked to disseminate it.
・ Executives and employees of the Company are dispatched to subsidiaries and manage them byexecuting their duties and conducting audits and supervision at the subsidiaries.
・ A department to manage subsidiaries were established, and the department discusses the executionof important duties with subsidiaries, receives periodic reports from subsidiaries regarding
financial conditions, etc., and reports to Executive Officers in charge, with a title of Managing
Executive Officer or higher, and Corporate Auditors. Additionally, the Group Management
Meeting, comprised of the Company and significant subsidiaries, was held twice, and businessresults and issues, etc. were reported and confirmed, including the progress status of measures
based on the Management Plan (2022-2024).
・ Concerning internal controls regarding financial reporting, effectiveness is evaluated based on the“Internal Control Evaluation Policy Book,” which defines the Group’s systems regarding operationand evaluation, and basic policies such as processes and methods.
(3) Status of Corporate Auditors, internal audits, and internal reporting・ Aside from exchanging information with the Representative Director and President throughperiodic meetings, etc., Corporate Auditors attended important meetings such as meetings of theBoard of Directors, the Executive Committee, and General Managers’ Meetings. In addition to theexamination of important documents, etc. regarding the execution of duties by Directors such asdecision-making documents, Corporate Auditors have inspected the Company’s audit andsubsidiaries and conducted hearings with the Board of Directors, etc. based on the annual audit
plan. Additionally, meetings of the Board of Corporate Auditors were held 17 times, andinformation on the status of the Company and audit results, etc. have been shared.
・ During the formulation and implementation, etc. of their respective annual audit plans, Corporate
32

Auditors, the Internal Audit Department, Accounting Auditor and Corporate Auditors ofsubsidiaries have conducted periodic meetings and exchanged information as needed, executing
duties effectively and efficiently.
・ To support the execution of duties of Corporate Auditors, a Corporate Auditors’ Chamber (onededicated employee) was established at the headquarters. The dedicated staff member executed
duties under the direction of Corporate Auditors, and matters concerning related personnel, etc.
were deliberated with the Board of Corporate Auditors in advance.
・ Expenses or liabilities that arose during the course of the execution of duties of Corporate Auditors
were appropriately processed in accordance with laws and regulations upon request from Corporate
Auditors.
・ Aside from establishing an Internal Audit Division (eight dedicated employees) at the headquarters
as the Internal Audit Department, audit support employees (two persons) were assigned, andauditors (one each) and audit support employees (two each) were assigned at each branch. Audits
were conducted at the Company and Group companies based on the annual audit plan. Audit results
were reported to the President and Corporate Auditors, and the status of improvement is evaluatedon a quarterly basis.
・ Including the Corporate Auditors’ Chamber, multiple common Internal Reporting Hotlines were
established in the Group, and internal regulations stipulated the prohibition of unfavorable
treatment to the person who made an internal report.
3.

Basic policy regarding the Company’s control
The Group’s primary businesses are the Logistics Business with Warehousing & Distribution Businessat its core, and the Real Estate Business, which focuses on the leasing of buildings.
Regarding the Logistics Business, the Group aims to organically and comprehensively operate eachof the Overland Transportation, International Transportation and Harbor Transportation businesses
centered on the Warehousing & Distribution Business by using DX and other new technologies. In theReal Estate Business, the Group aims to expand the leasing business primarily in office buildings andcommercial facilities by effectively using the Group’s proprietary lands.
Through fair operations of these businesses, which are both responsible for providing social
infrastructure, the Group will ensure appropriate profits and stable growth, provide returns to shareholders
and employees, resolve social issues and protect society and customers’ businesses by providing disasterresistant, safe and secure infrastructure services and reducing environmental burden in business
operations, and thus make a contribution to realizing a prosperous and sustainable society.
Due to the nature of both businesses, which requires us to secure land, building and facilities, etc.
suited to the business, as well as formulate and implement business plans to utilize these assets, we will
engage in securing and developing human resources, our human capital, and invest management resources
including funds in a continuous and planned manner from a long-term standpoint with the aim ofsustainably expanding and developing these businesses.

Although the Company does not unconditionally deny all intension of large-scale acquisition of theCompany’s shares, the Company believes that purchases in conflict with the above that damage corporate
value or common interests of shareholders are inappropriate.
Currently, the Company has not recognized any parties that are attempting large-scale acquisitions of
the Company’s share. However, the Company constantly monitors the trading status of the Company’s
shares, and in the event that a party attempting a large-scale acquisition of the Company’s shares inconflict with these views appears, and if the purchase will not contribute to the Company’s corporate
value and common interests of shareholders, appropriate countermeasures will be considered, and theCompany will prepare a system for the swift implementation of the countermeasures.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Unless otherwise stated, the content of the above report adheres to the following.
1. Monetary amounts and share numbers are rounded down.
2. Ratios are rounded to the first decimal place.
3. If the number of shares or ratio is zero, it is presented as “-.”33Consolidated Balance Sheet(As of March 31, 2023)
Description

Amount(Assets)
Current assets

Description(Millions of yen)Amount(Liabilities)
124,331

Cash and deposits

62,004

Notes receivable

616

Current liabilities

90,396

Accounts receivable

43,819Notes and accounts payable
Short-term bank loans and current
maturities of long-term debt
Current portion of bonds payable

24,844Marketable securities

2,000

Income taxes payable

6,931

Real estate held for sale

8,041

Other

13,307

Other

7,894

Long-term liabilities

128,859

Allowance for doubtful accounts(43)

Bonds payable

36,00040,313
5,000

Non-current assets

449,357

Long-term loans payable

23,970Property and equipment

281,952

Deposits on long-term leases

22,647

Buildings and structures

134,448

Deferred income tax liabilities

36,352

Machinery and equipment

4,996

Land

Provision for directors’ retirement
benefits

129,576

66

Net defined benefit liability

8,414
1,408

Construction in progress

4,959

Other

Other

7,971

Total liabilities

219,256

Intangible assets

12,599(Net assets)

Leasehold right

7,722

Shareholders’ equity

281,923

Other

4,877

Common stock

22,393

Investments and other assets

154,806

Capital surplus

19,059Investments in securities

144,282

Retained earnings

252,759

Treasury shares(12,289)

Long-term loans receivable

172

Deferred income tax assets

2,956

Other

7,454

Allowance for doubtful accounts(39)

Allowance for investment loss

(20)

Total assets

Accumulated other comprehensive
incomeNet unrealized holding gains on
securities
Foreign currency translation
adjustments
Remeasurements of defined benefit
plans
Non-controlling interests

573,689

68,87364,749
4,235
(111)
3,635

Total net assets

354,432

Total liabilities and net assets

573,689(Figures are rounded down to the nearest million yen.)34

Consolidated Statement of Income(April 1, 2022 - March 31, 2023)
Description(Millions of yen)AmountBreakdown

Revenue
Warehousing fee income
Stevedoring income
Land transportation income
Harbor stevedoring income
International transportation income
Rent of real estate for investment
Other
Cost of services
Operational and transportation consignment costs
Personnel expenses
Facility rental expenses
Depreciation and amortization
Other
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Equity in earnings of unconsolidated subsidiaries andaffiliates
Foreign exchange gains
Other
Non-operating expenses
Interest expense
Loss on investments in investment partnerships
Other
Ordinary income
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of marketable securities andinvestments in securities
Indemnity income of exiting facilities for lease
Extraordinary losses
Loss on disposal of non-current assets
Impairment loss
Loss on sale of marketable securities and investments
in securities
Loss on valuation of marketable securities andinvestments in securities
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

29,90421,09051,846
17,957
115,848
33,66330,283
151,466
41,873
10,70815,272
46,577

300,594

265,898
34,695
11,66723,027

293
5,422
1,423
330
341
532
118
142

7,812

794
30,046

2,428
9,598
330

12,356

511
173
15
751

1,451
40,951

11,095
2,107

13,202
27,748522
27,226(Figures are rounded down to the nearest million yen.)35

Consolidated Statement of Changes in Net Assets(April 1, 2022 - March 31, 2023)(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2022

Common stock

Capital surplus

22,393

19,600Retained earnings Treasury shares
250,528

Total
shareholders’equity(20,747)

271,775

Changes of items during period
Cash dividends(6,595)(6,595)

Profit attributable to owners ofparent27,22627,226

Purchase of treasury shares
Disposal of treasury shares

3

Cancellation of treasury shares(5)

Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net(10,003)56

60

18,405-(539)

Total changes of items during period
Balance as of March 31, 2023

(18,399)(10,003)

(539)

-

(541)

2,231

8,458

10,14822,39319,059252,759(12,289)

281,923

Accumulated other comprehensive income
Net unrealized Foreign currency Remeasurements
holding gains ontranslationof defined
securities
adjustments
benefit plan

Balance as of April 1, 2022

69,997

1,788

523

Total accumulated Non-controlling
otherinterests
comprehensive
income72,309

3,674

Total
net assets

347,759

Changes of items during period
Cash dividends(6,595)

Profit attributable to owners ofparent27,226

Purchase of treasury shares(10,003)

Disposal of treasury shares

60

Cancellation of treasury shares-

Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net(539)(5,247)

2,446

(635)

(3,436)(39)(3,475)

Total changes of items during period(5,247)

2,446

(635)

(3,436)

(39)

6,672

Balance as of March 31, 2023

64,749

4,235

(111)

68,873

3,635

354,432(Figures are rounded down to the nearest million yen.)36

Notes to the Consolidated Financial Statements
Notes to the Basis for Preparation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries
Number of consolidated subsidiaries
48
Names of principal subsidiaries
Fuji Logistics Co., Ltd., Ryoso Transportation Co., Ltd., Dia Buil-Tech Co., Ltd., Shinryo Koun Co., Ltd.,
Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi Logistics Indonesia, Mitsubishi Logistics America
Corporation and Mitsubishi Logistics Europe B.V.
(2) Non-consolidated subsidiaries
Names of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Non-consolidated subsidiaries are respectively small in scale, and the totals of total assets, revenue, profit
attributable to owners of parent (proportional amount of equity), and retained earnings (proportionalamount of equity), etc., each do not have a significant effect on the consolidated financial statements, thus
these subsidiaries are excluded from the scope of consolidation.
2. Application of the equity method(1) Non-consolidated subsidiaries and affiliates accounted for by the equity method
There are no non-consolidated subsidiaries accounted for by the equity method.
Number of affiliates subject to the equity method
3Name of principal affiliate
MY Terminals Holdings, Limited, Kusatsu Soko Co., Ltd.
(2) Non-consolidated subsidiaries and affiliates not subject to the equity method
Name of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Name of principal affiliate
Nakatani Transportation Co., Ltd.
As non-consolidated subsidiaries and affiliates not subject to the equity method each of these companies has
only an immaterial effect on profit attributable to owners of parent and retained earnings, etc. and isinsignificant overall, these are excluded from application of the equity method.
3. Matters concerning the fiscal year, etc., of consolidated subsidiaries
All consolidated subsidiaries excluding 17 overseas subsidiaries such as Mitsubishi Logistics America
Corporation end their fiscal years on the same day as the Company.
The last day of the fiscal year for 17 overseas subsidiaries such as Mitsubishi Logistics America
Corporation is December 31. The financial statements as of December 31 are used in the consolidated
financial statements, and if any material transactions incur during the period from December 31 to March 31,
necessary adjustments are made on the consolidated financial statements.
4. Matters concerning accounting policies(1) Standards and methods for valuation of important assets
A. Securities
Available-for-sale securities
Securities other than stocks, etc., without market priceMarket value method(Valuation difference is transferred directly to net assets. The cost of sales is calculated using
the moving average method.)
Stocks, etc., without market priceStated at cost using the moving-average method.

37

B. Derivatives
Stated using the market value method.
C. Inventories (real estate held for sale)
Mainly stated at cost using the specific identification method.
(calculated by writing them down based on decline in profitability.)(2) Depreciation and amortization method for important depreciable or amortizable assets
A. Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) and facilities
and structures attached to buildings acquired on or after April 1, 2016 are calculated using the straightline method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, and lives
for commercial facilities for lease (actual buildings) are determined with a standard of 20 years, taking
into account the lease agreement period, etc.
B. Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10 years)
using the straight-line method.
C. Leased assets(Leased assets relating to finance lease transactions without the transfer of ownership)
Leased assets are depreciated using the straight-line method with no residual value over the lease termof the leased assets.
(3) Important standards of accounting for reserves
A.

Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable accounts individually for receivables.

B.

Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment withoutmarket price, allowance is recorded taking into account the possibility of recovery if total net assetsof the issuing company fall below the book value.

C.

Provision for directors’ retirement benefits
To provide for payments of retirement benefits for directors at certain consolidated subsidiaries,
amounts to be paid at the end of the fiscal year under review are recorded, based on entity's rules.

(4) Accounting treatment of retirement benefits
A.

Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed to theperiod up until the fiscal year under review on a benefit formula basis.

B.

Amortization method of actuarial calculation differences and prior service costs
Actuarial calculation differences are amortized using the straight-line method over a certain period (5to 15 years) within the average remaining years of service of employees, beginning from the fiscal
year following the incurred year. Prior service costs are recognized using the straight-line method
over a certain period (11 to 15 years) within the average remaining years of service of employees,
beginning from the incurred year.

38

(5) Standards of accounting for revenue and expenses
A.

Logistics business(i) Warehousing and distribution business
The main performance obligations are conducting storage and handling of incoming and outgoingcargo, etc., at warehouses containing consigned items. For storage, the Company deems that
performance obligations are satisfied and recognizes revenue when a certain period of storage orprovision of storage area for consigned items lapses. For the handling of incoming and outgoingcargo, the Company deems that performance obligations are satisfied and recognizes revenue when
the cargo handling operations are completed.
(ii) Overland transportation business
The main performance obligations are conducting transport and usage transport, etc., by freightautomobiles. The Company deems that performance obligations are satisfied and recognizes revenue
when freight shipped or accepted is transported.
(iii) Port and harbor operation business
The main performance obligations are conducting coastal cargo handling and onboard cargohandling, etc., at ports. The Company deems that performance obligations are satisfied andrecognizes revenue when the cargo handling operations are completed.
(iv) International transportation business
The main performance obligations are conducting handling of international product transport, etc.,
including handling marine cargo transport. For handling marine cargo, the Company deems that
performance obligations are satisfied and recognizes revenue when import and export procedures
such as customs clearance are completed. For the international cargo transport, the Company deems
that performance obligations are satisfied and recognizes revenue when cargo loaded on vessels or
aircraft are transported.
B.

Real estate business(i) Real estate leasing business
The business includes mainly real estate lease operations and real estate management operations.
The real estate management operations are related to lease transactions and its revenue is from othersources than revenues from contracts with customers. The main performance obligations of realestate management operations are providing services such as maintenance, cleaning, andadministration of the leased facilities, and the Company deems that performance obligations are
satisfied and recognizes revenue when the entire process of services is provided.
(ii) Other
The main performance obligations are handover, etc., of real estate for sale. The Company deems
that performance obligations are satisfied and recognizes revenue basically when real estate for saleis transferred to customers.
(6) Amortization method and amortization period of goodwill
Goodwill is amortized over 5 to 10 years on a straight-line basis. Any immaterial amounts are fullyrecognized as expenses as incurred.

39

Notes to accounting estimates
The Company made accounting estimates at reasonable amounts calculated based on the information available
at the time of preparing the consolidated financial statements.
Items of accounting estimates recorded in the consolidated financial statements for the current fiscal year thathave the risk of significantly impacting the consolidated financial statements for the following fiscal year are as
follows.
Decision on recognition of impairment loss of non-current assets
1. Amount recognized in the consolidated financial statements for the fiscal year under review
Impairment loss is not recognized for one significant asset group location (total book value: 4,366 million
yen; hereinafter “the verified asset groups.”) which showed indications of impairment due to a fall in fairvalue of land and buildings, etc., because the Company verified the necessity of recognizing impairment
based on the total amount of undiscounted future cash flows that is expected to arise from the continuous
use and eventual disposal of the asset groups, and determined that such undiscounted future cash flows
exceeds the book value of the non-current assets of the asset group.
2. Other information relating to accounting estimates that will facilitate the understanding of the users of theconsolidated financial statements
In principle, the Group classifies assets mainly into groups based on profit centers (units for calculating
profit/loss such as office locations and facilities).
In the event that an asset group shows indications of impairment due to factors such as a fall in the fairvalue of land and buildings, etc. and reduced profitability, the Company determines whether to recognize
impairment loss by comparing the undiscounted future cash flows from the asset group and its book value.
As a result, if it is deemed necessary to recognize impairment loss because the undiscounted future cash
flows fell below book value, the book value is reduced to the recoverable amount (the higher of net selling
price or value in use) and the reduction amount of such book value is recorded as impairment loss.
While future cash flows that is expected to arise from continuous usage of the verified asset groups are
based on the management plan formulated on the basis of results of previous fiscal years, they mainly
assume the recording of stable revenue, future repair plans, and the expected future use of major assets,
which naturally involve uncertainties. Depending on future situations, estimates of future cash flows may
be significantly affected.
Notes to Consolidated Balance Sheet
1. Accumulated depreciation of property and equipment
2. Accumulated deferred tax reserves for non-current assets

338,946 million yen
6,599 million yen

3. Collateral assets
Assets pledged as collateralLand

744 million yen

Obligations related to the above
Short-term bank loans

150 million yen“Other” of current liabilities

64 million yen

Long-term loans payable

142 million yen

Deposits on long-term leases

1,000 million yen

4. Guarantee liability
Liability guarantees for borrowings of other companies

40

544 million yen

Notes to Consolidated Statements of Income
Impairment loss
The Group recognized impairment loss in the following asset group for the fiscal year under review:
Location
Use
Type
Amount (million yen)
Buildings, tools andKoto-ku, Tokyo
Warehouse facilities
160
furniture, and others
Buildings, tools andOsaka City, Osaka
Warehouse facilities
12
furniture, and others
In calculating impairment loss, assets are grouped by the lowest level that generates a cash flow independent
from other assets or asset groups.
The above asset groups have been recognized to have reduced profitability from operating activities, and as
short-term recovery is not expected, book values for assets related to said asset groups have been reduced to
the recoverable amounts, and the reduction amount of 173 million yen (113 million yen in buildings, 29
million yen in tools and furniture and 31 million yen in others) has been recorded as impairment loss in
extraordinary losses.
The recoverable amounts are measured based on net selling price or value in use. Net selling prices are derived
from estimated disposal prices and value in use is considered to be zero since future cash flow cannot be
expected.

41

Notes to Consolidated Statement of Changes in Net Assets
1. Type and number of shares issued
Total number of shares issued as of March 31, 2023: Common stock

81,960,739 shares

2. Dividends(1) Dividend amountResolution
General Meeting of
Shareholders on
June 29, 2022
Meeting of theBoard of Directors
on October 31,
2022

Type ofstock

Total dividends(million yen)

Dividend pershare (yen)Record date

Effective dateCommon
stock

3,329

41

March 31,2022

June 30, 2022

Common
stock

3,265

41

September 30,
2022

December 1,
2022(2) Dividends whose record date is during this fiscal year, but whose effective date is after the end of thisfiscal year
The following items are proposed at the General Meeting of Shareholders to be held on June 29, 2023.
(i)

Total dividends

3,830 million yen(ii)

Source of dividends

Retained earnings(iii) Dividend per share

49 yen(iv) Record date

March 31, 2023(v)

June 30, 2023

Effective date

42

Notes to Financial Instruments
1. Status of Financial Instruments
The Group raises necessary funds mainly by bank loans or issuance of bonds. Temporary cash surplus, if any,
are invested in highly secured deposits, public bonds and corporate bonds, etc.
Notes and accounts receivable are exposed to credit risk of customers. In order to reduce such credit risk, theGroup controls on due date and balance for each customer in accordance with internal customer credit
management rules.
Investments in securities are mainly stocks issued by companies with which the Group has business relations.
The Group ascertains the fair values of such stocks at regular intervals.
Short-term loans are used mainly for operating capital, while long-term loans payable are used mainly forcapital expenditure. Interest rate swap contracts may be used as a hedging instrument for long-term loans
payable with floating interest rates in order to avoid interest rate fluctuation risk. Derivatives are used basedon actual demand only.
2. Current Value, etc. of Financial Instruments
The amounts posted on the consolidated balance sheet, the fair values, and the differences thereof as of March
31, 2023 are as follows.
(Millions of yen)
Consolidated balance
Fair value
Difference
sheet amount(1) Investments in securities
109,679
109,679
Available for-sale securities (*2)
Total assets
109,679
109,679(1) Bonds payable (*3)
41,00039,438(1,561)(2) Long-term loans payable (*4)
31,07231,08715(3) Deposits on long-term leases
22,647
22,573(73)
Total liabilities
94,72093,100(1,619)(*1) “Cash and deposits,” “Notes receivable,” “Accounts receivable,” Marketable securities,” “Notes and accounts payable,”and “Short-term bank loans” are omitted because they are cash and their fair values approximate their book values as thesettlement term of these items are short.
(*2) Stocks, etc., without market price are not included in the “(1) Investments in securities.” The consolidated balance sheet
amount of the said financial instruments is as follow.

Categories
Unlisted securities and others

The fiscal year under review (Millions of yen)
34,602(*3) Including current portion of bonds payable.
(*4) Including current maturities of long-term debt.

3. Breakdown of Fair Values of the Financial Instruments by Appropriate Levels
The fair value of financial instruments is classified into the following three levels according to theobservability and materiality of inputs used to measure fair value.
Level 1 fair value:
Fair value measured using observable inputs, i.e., quoted prices in active markets
for assets or liabilities that are the subject of the measurement.
Level 2 fair value:
Fair value measured using observable inputs other than Level 1 inputs.
Level 3 fair value:
Fair value measured using unobservable inputs.
If multiple inputs are used that are significant to the fair value measurement, the fair value measurement iscategorized in its entirety in the level of the lowest level input that is significant to the entire measurement.

43

(1) Financial instruments and securities measured at fair value in the consolidated balance sheet
The fiscal year ended on March 31, 2023
Fair Value (Millions of yen)
Categories
Level 1
Level 2
Level 3
Total
Investments in securities
Available for-sale securities
Stocks109,679
109,679
Total assets
109,679
109,679(2) Financial instruments and securities other than those measured at fair value in the consolidated balance
sheet
The fiscal year ended on March 31, 2023
Fair Value (Millions of yen)
Categories
Level 1
Level 2
Level 3
Total
Bonds payable
39,43839,438Long-term loans payable
31,08731,087
Deposits on long-term leases
22,573
22,573
Total liabilities
70,526
22,573
93,100(Note) A description of the valuation techniques and inputs used in the fair value measurements
Investments in securities
Listed shares are valued using quoted prices. As listed shares are traded in active markets, their fair value isclassified as Level 1.
Bonds payable
Although the fair value of bonds payable issued by the Company is measured using market price, their fairvalue is classified as Level 2 as they are not traded in active markets.
Long-term loans payable
The fair value of long-term loans payable is measured using the discounted cash flow method based on the sumof principal and interest, remaining maturities, and an interest rate reflecting credit risk, and is classified as
Level 2.
Deposits on long-term leases
The fair value of deposits on long-term leases is measured using the discounted cash flow method based on the
future cash flows, estimated remaining maturities, and an interest rate reflecting credit risk, and is classified as
Level 3.
Notes to Real Estates for Rent
The Company and some of its subsidiaries have some investments and rental property such as office buildings
for rent (including land) in Tokyo and other regions.
(Millions of yen)Amount on the consolidated balance sheet
Fair value
135,917408,123(Note 1) The amount on the consolidated balance sheet is the amount obtained by deducting accumulated depreciation fromacquisition cost.
(Note 2) Fair value as of March 31, 2023 was the amount mainly based on appraisal by an external real estate appraiser.

44

Notes to Revenue Recognition
1. Disaggregation of revenue from contracts with customers(Millions of yen)Segment
Real Estate

Logistics
Revenue
Warehousing fee income
Stevedoring income
Land transportation income
Harbor stevedoring income
International transportation
incomeRent of real estate forinvestment
Other
Revenue from contracts withcustomers
Revenue from other sources
Operating revenue to nonaffiliated customers

Total

29,90421,09051,846
17,957-

29,90421,09051,846
17,957

115,848-

115,848

242

8,076

8,318

22,907

7,340

30,248259,797

15,416275,214

3,399

21,98025,380263,196

37,397

300,594(Note) Revenue from other sources represents income from rent of real estate, etc., included in “Accounting Standard for Lease
Transactions.”

2. Information in understanding the amount of revenue in the current fiscal year and the following fiscal year
(1) Balance of contract liabilities, etc.
(Millions of yen)
The fiscal year under review
Receivables from contracts with customers
39,275(beginning balance)
Receivables from contracts with customers
44,435(ending balance)
Contract liabilities (beginning balance)
449
Contract liabilities (ending balance)
1,748(Note 1) Contract liabilities are mainly related to advances received from customers of condominium sales in the real estate business.
Contract liabilities are reversed upon recognition of revenue.
(Note 2) Contract liabilities are included in “Other” on the current liabilities in the consolidated balance sheet.

(2) Transaction price allocated to the remaining performance obligations
The Group has no significant contract whose terms are expected to be more than one year. In addition,
consideration promised in contracts with customers does not have any significant amounts not included in thetransaction price.
Notes to Per Share Information
1. Net assets per share
2. Basic earnings per share

4,489.01 yen
342.00 yen

45Notes to Significant Subsequent Events(Acquisition of shares of a global logistics company with dedicated pharmaceutical and healthcare and UnitedStates government services divisions in the United States and the United Kingdom)
On April 28, 2023, the Company entered into a share transfer agreement to acquire the shares of four specialty
logistics companies with dedicated pharmaceutical and healthcare and United States government services
divisions, Cavalier Logistics Management II, Inc., Cavalier International Air Freight, Inc., DC Dyna, Inc. in
the United States and Cavalier Logistics U.K. Limited in the United Kingdom (hereinafter, the “CavalierLogistics Group”) through a new subsidiary to be established by the Company in the United States(hereinafter, the "U.S. Subsidiary") (hereinafter, the "Acquisition of Shares").
The Acquisition of Shares is subject to the authorization and approval of the relevant authorities. It is expectedthat the process will proceed promptly and that the transaction is scheduled to be completed by August 1,
2023, subject to the satisfaction of all closing conditions.
The method of the Acquisition of Shares will be as follows. The U.S. Subsidiary will acquire 90% of the total
outstanding shares of the Cavalier Logistics Group. All of the total outstanding shares of the CavalierLogistics Group will be acquired by receiving in-kind contributions from the current CEO and CFO of theCavalier Logistics Group, who hold the remaining 10% of the outstanding shares of each Cavalier Logistics
Group company. As consideration of the in-kind contributions described above, the U.S. Subsidiary will
deliver the current CEO and CFO 10% of the outstanding shares of the U.S. Subsidiary (Ratio of voting rights
held:10%), making the Company a shareholder owning 90% of the outstanding shares of the U.S. Subsidiary(ratio of voting rights held:90%).
In addition, with respect to certain logistics operations entrusted to Cavalier Logistics Group by the U.S.
Department of State, due to restrictions on foreign investment restrictions, such operations are scheduled to
be spun off from Cavalier Logistics Group to a new company established by the current CEO, and theapproval for the business operations of the new company from the relevant authorities is the condition of theclosing to the Acquisition of Shares. The Acquisition of Shares is also subject to the approval of theCommittee on Foreign Investment in the United States (CFIUS) (The approval includes a response from theCommittee on Foreign Investment in the United States stating that the acquisition does not require
notification.).
1. Overview of the business combination(1) Names and description of businesses of the acquired companies
Names of the acquired companies: Cavalier Logistics Management II, Inc.
Cavalier International Air Freight, Inc.
DC Dyna, Inc.
Cavalier Logistics U.K. Limited.
Description of businesses:
Administrative services, logistics operations(2) Main reason for the business combination
The Cavalier Logistics Group is a highly successful logistics company with an advanced supply chain
in the United States and the United Kingdom, primarily focused on logistic solutions for commercial
enterprises of biopharma and healthcare as well as United States government agencies, and have built
a good relationship as a partner in the Company’s U.S. operations over the years.
In addition, in accordance with the strategy of the Company’s long-term vision, MLC2030 Vision, theCompany is expanding its medical and healthcare logistics business in the United States and Europe.
By affiliating Cavalier Logistics Group, the Company can build its business infrastructure in the
United States and will be able to establish an integrated structure to operate in Japan, the United Statesand Europe.
With a large number of cutting-edge research and treatments being conducted in the United States, themarket is expected to continue to grow at a higher rate than the global pharmaceutical market. By
providing high-quality logistics services to customers in such markets and contributing to theresolution of various social issues, the Group will enhance its presence in medical and healthcare46

logistics market.
(3) Date of business combination
August 1, 2023 (planned)(4) Name of companies after business combination
The company names will remain unchanged after the business combination(5) Proportion of voting rights acquired
The Company plans to acquire 100% of the voting rights through the U.S. Subsidiary, of which it holds
90% of the voting rights(6) Grounds for deciding on the business combination
For the U.S. Subsidiary to acquire, in total, all the shares issued by the Cavalier Logistics Group byacquiring shares equivalent to 90% of the total number of shares issued in exchange for a cash
consideration, and acquiring shares equivalent to the remaining 10% through contribution in kind
2. Acquisition cost of the acquired companies and details of the components of the consideration by type
To be determined
3. Details and amounts of major acquisition-related expenses
To be determined
4. Amount of goodwill arising, the reason, amortization method and period
To be determined
5. Amount and main details of assets acquired and liabilities assumed on the date of the business combination
To be determined(Acquisition of additional shares of In Do Trans Logistics Corporation in Vietnam)
On April 26, the Company made an acquisition of additional shares of In Do Trans Logistics Corporation(“ITL”), a logistics company in Vietnam. This brings the Company’s ratio of voting rights in ITL to 20.5%,
making it an equity-method affiliate of the Company.
1. Background and purpose of the acquisition
The Company and ITL have had a long and successful business partnership for more than a decade in
Vietnam, a country where remarkable economic development has been achieved. In 2011, the Company
and ITL established a joint venture company, MLC ITL Logistics Co., Ltd. (owned 51% by the Company
and 49% by ITL) with offices in Hanoi and Ho Chi Minh City. Since then, the joint venture has developed
domestic logistics business, such as warehousing, transportation, distribution & processing, and handlingof air and sea import and export.
The Company has recently articulated its long-term vision, MLC2030 Vision, in which one of the targets
is to capture increasing demand for high-quality cold chain solutions in Southeast Asia and otherneighboring countries. This vision has been reflected in the Company’s policy of expanding its supply
chain support to customers in medical/health care and food/beverage industries as well as strengthening
the forwarding business.
ITL aims to become a significant player in new business segments such as cold chain logistics in Vietnam,
as well as entering the port logistics sector in recent years, and its business has a high affinity with that of
the Group.
In this context, the Company made an acquisition of additional shares of ITL, after its previous acquisitionin August 2022. In addition to significant expected synergies due to an even stronger strategic partnershipwith ITL, the Company aims for further business expansion in Vietnam and across the Indochina region
by combining its know-how and customer network with the extensive logistics capabilities of ITL.

47

2. Details of the acquisition of shares(1) Acquisition ratio: 6.87% of the total number of issued shares(Total shareholding ratio: 20.5% after this acquisition)(2) Acquisition date: April 26, 2023
(3) Acquisition method: Purchase of some of the shares owned by the existing major shareholders
About In Do Trans Logistics Corporation (ITL)(1) Establishment: January 1, 2000
(2) Headquarters: Ho Chi Minh City, Vietnam(3) Capital: VND720.2 billion(4) Employees: Approx. 2,200 consolidated (approx.750 non-consolidated)(5) Main businesses: Forwarding, air freight, warehousing, port and harbor transportation, real estate48

Non-consolidated Balance Sheet(As of March 31, 2023)
Description(Millions of yen)AmountAmount(Assets)
Current assets
Cash and deposits

71,48330,255

Notes receivable

216

Accounts receivable
Marketable securities
Real estate held for sale
Prepaid expenses
Short-term loans receivable
Advances paid
Other
Allowance for doubtful accounts
Non-current assets
Property and equipment

25,786
2,000
8,041
590
416
3,138
1,047
(10)
432,826
249,734

Buildings

118,016Structures
Machinery and equipment
Transportation equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold right
Software
Other

2,649
3,394
148
1,483
116,367
2,940
4,733
10,660
7,665
2,454
541

Investments and other assets

172,431

Investments in securities
Investments in capital ofsubsidiaries and affiliates
Long-term loans receivable

119,771

Guarantee deposits

44,881
3,792
3,583

Other

480

Allowance for doubtful accounts(39)

Allowance for investment loss

(38)

Total assets

Description(Liabilities)
Current liabilities
Accounts payable
Short-term bank loans andcurrent maturities of longterm debt
Current portion of bonds payable
Accounts payable - other
Income taxes payable
Advances received
Deposits received
Other
Long-term liabilities
Bonds payable
Long-term loans payable
Deposits on long-term leases
Deferred income tax
liabilities
Retirement benefits
Total liabilities(Net assets)
Shareholders’ equity
Common stock
Capital surplus
Legal capital surplus
Other capital surplus
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for private
insurance
Reserve for reduction entry
Reserve for special
depreciation
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Net unrealized holding gains on
securities
Total net assets
Total liabilities and net assets

504,309

72,992
14,417
39,148
5,000
2,830
5,745
3,745
1,325
780
113,469
36,00020,27721,06334,924
1,203
186,462
253,995
22,393
19,386
19,383
3
224,468
3,121
221,347
8,528
36,225
110
138,240
38,243(12,253)
63,851
63,851
317,847
504,309(Figures are rounded down to the nearest million yen.)49

Non-consolidated Statement of Income(April 1, 2022 - March 31, 2023)
Description(Millions of yen)AmountBreakdown

Revenue
Warehousing fee income

20,774

Stevedoring income

11,335Land transportation income

27,115

Harbor stevedoring income

16,299International transportation income

71,718Rent of real estate for investment

31,221

Other

22,134200,601

Cost of services
Operational and transportation consignment costs

108,077

Personnel expenses

14,851

Facility rental expenses

7,004

Depreciation and amortization

12,073

Other

38,010180,017
20,583Gross profit

5,751

Selling, general and administrative expenses

14,832

Operating income
Non-operating income

7,288Interest and dividend income

364

Other

7,653

Non-operating expenses
Interest expense

402

Other

229

631
21,853

Ordinary income
Extraordinary income

2,167

Gain on disposal of non-current assets
Gain on sale of marketable securities andinvestments in securities
Reversal of allowance for investment loss

9,591
649
319

Indemnity income of exiting facilities for lease

12,728Extraordinary losses

482

Loss on disposal of non-current assets
Loss on sale of marketable securities andinvestments in securities
Loss on valuation of marketable securities andinvestments in securities
Income before income taxes

13
751

1,248
33,333

Income taxes - current

8,453

Income taxes - deferred

2,771

11,225
22,108Net income(Figures are rounded down to the nearest million yen.)50

Non-consolidated Statement of Changes in Net Assets(April 1, 2022 - March 31, 2023)(Millions of yen)
Shareholders’ equity
Capital surplus
Commonstock
Balance as of April 1, 2022
Changes of items during period
Cash dividends
Net income
Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Provision of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation

Legalcapitalsurplus22,393

Other capitalsurplus19,383

5

Retained earnings
Other retained earnings
Reserve forReserve forprivatereduction
insurance
entry

Legal
retainedearnings

3,121

8,328

38,229200(2,978)973

Purchase of treasury shares

3

Disposal of treasury shares
Cancellation of treasury
sharesChanges other than toshareholders’ equity, net
Total changes of items during
the period
Balance as of March 31, 2023

(5)

-

-

22,393

19,383

(2)

-

200

(2,004)

3
3,121
8,528
36,225(Figures are rounded down to the nearest million yen.)51

(Millions of yen)
Valuation andtranslation
adjustments

Shareholders’ equity
Retained earnings
Other retained earnings
Reserve for
Retained
Generalspecialearnings brought
reservedepreciation
forwardBalance as of April 1, 2022

92

138,240

39,342

Treasuryshares(20,711)

Total
shareholders' Net unrealized
holding gains
equityon securities

248,425

69,185Total
net assets

317,611

Changes of items during
period(6,595)
22,108(6,595)
22,108(6,595)
22,108

(200)

-

-

2,978

-

-

(973)

-

-

(19)

19

-

-

37

(37)

-

-

(10,003)(10,003)(10,003)

56

60

60

18,405--

Cash dividends
Net income
Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Provision of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation
Purchase of treasury
shares
Disposal of treasury
sharesCancellation of treasury
sharesChanges other than toshareholders’ equity,net
Total changes of items
during the period
Balance as of March 31,
2023(18,399)-(5,334)(5,334)18-(1,099)

8,458

5,570

(5,334)236

110

138,240

38,243(12,253)

253,995

63,851

317,847(Figures are rounded down to the nearest million yen.)52

Notes to the Non-consolidated Financial Statements
Notes to Significant Accounting Policies
1. Standards and methods of valuation of securities(1) Stocks of subsidiaries and affiliates
Stated at cost using the moving-average method.
(2) Available-for-sale securities
Securities other than stocks, etc., without market priceMarket value method (Valuation difference is transferred directly to net assets. The cost of sales iscalculated using the moving average method.)
Stocks, etc., without market priceStated at cost using the moving-average method.
2. Standards and methods of valuation of derivatives
Stated using the market value method.
3. Standards and methods of valuation of inventories
Valuation for real estate held for sale is recorded using the cost accounting method (method to reduce bookvalues based on declines in profitability) on an individual basis.
4. Depreciation and amortization method for non-current assets(1) Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) and facilities
and structures attached to buildings acquired on or after April 1, 2016 are calculated using the straightline method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, andcommercial facilities for lease (actual buildings) are determined with a standard of 20 years, withadjustments made for factors such as the lease agreement period, etc.
(2) Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10 years)
using the straight-line method.
(3) Leased assets
Leased assets relating to finance lease transactions without the transfer of ownership.
Leased assets are depreciated using the straight-line method with no residual value over the lease termof the leased assets.
5. Standards of accounting for reserves
Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable amounts individually for receivables.
Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment withoutmarket price, allowance is recorded taking into account the possibility of recovery if total net assetsof the issuing company fall below the book value.

53

Provision for retirement benefits
Provision for retirement benefits is provided based on the estimated benefit obligation and pension
assets as of March 31, 2023.
1) Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed to theperiod up until the fiscal year under review on a benefit formula basis.
2) Amortization method of actuarial calculation differences
Actuarial calculation differences are amortized using the straight-line method over a certain period (5years) within the average remaining years of service of employees, beginning from the fiscal year
following the incurred year.
3) Accounting treatment of retirement benefits
The method of accounting treatment of unrecognized actuarial calculation differences on retirement
benefits differs from the method of accounting for these in the consolidated financial statements.
6. Standards of accounting for revenue and expenses(1) Logistics business(i) Warehousing and distribution business
The main performance obligations are conducting storage and handling of incoming and outgoingcargo, etc., at warehouses containing consigned items. For storage, the Company deems that
performance obligations are satisfied and recognizes revenue when a certain period of storage orprovision of storage area for consigned items lapses. For the handling of incoming and outgoingcargo, the Company deems that performance obligations are satisfied and recognizes revenue when
the cargo handling operations are completed.
(ii) Overland transportation business
The main performance obligations are conducting usage transport, etc., by freight automobiles. The
Company deems that performance obligations are satisfied and recognizes revenue when freightshipped or accepted is transported.
(iii) Port and harbor operation business
The main performance obligations are conducting coastal cargo handling and onboard cargohandling, etc., at ports. The Company deems that performance obligations are satisfied andrecognizes revenue when the cargo handling operations are completed.
(iv) International transportation business
The main performance obligations are conducting handling of international product transport, etc.,
including handling marine cargo transport. For handling marine cargo, the Company deems that
performance obligations are satisfied and recognizes revenue when import and export procedures
such as customs clearance are completed. For the international cargo transport, the Company deems
that performance obligations are satisfied and recognizes revenue when cargo loaded on vessels or
aircraft are transported.
(2) Real estate business(i) Real Estate Leasing Business
The business includes mainly real estate lease operations and real estate management operations.
The real estate management operations are related to lease transactions and its revenue is from othersources than revenues from contracts with customers. The main performance obligations of realestate management operations are providing services such as maintenance, cleaning, andadministration of the leased facilities, and the Company deems that performance obligations are
satisfied and recognizes revenue when the entire process of services is provided.

54

(ii) Other
The main performance obligations are handover, etc., of real estate for sale. The Company deems
that performance obligations are satisfied and recognizes revenue basically when real estate for saleis transferred to customers.
Notes to accounting estimates
The Company made accounting estimates at reasonable amounts calculated based on the information available
at the time of preparing the non-consolidated financial statements.
Items of accounting estimates recorded in the non-consolidated financial statements for the current fiscal yearthat have the risk of significantly impacting the non-consolidated financial statements for the following fiscal
year are as follows.
Decision on recognition of impairment loss of non-current assets
1. Amount recognized in the non-consolidated financial statements for the fiscal year under review
Impairment loss is not recognized for one significant asset group location (total book value: 4,366 million
yen) which showed indications of impairment due to a fall in fair value of land and buildings, etc., because
the Company verified the necessity of recognizing impairment based on the total amount of undiscounted
future cash flows that is expected to arise from continuous use and eventual disposal of the asset groups,
and determined that such undiscounted future cash flows exceeds the book value of the non-current assetsof the asset group.
2. Other information relating to accounting estimates that will facilitate the understanding of the users of
the non-consolidated financial statements
Please refer to “Notes to the Consolidated Financial Statements, (Notes to accounting estimates)”presented above.
Notes to Non-Consolidated Balance Sheet
1. Monetary receivables from and payables to affiliates
Short-term monetary asset
1,785 million yen
Short-term monetary liability 9,307 million yen
2. Accumulated depreciation of property and equipment

Long-term monetary asset
3,637 million yen
Long-term monetary liability 647 million yen
305,974 million yen

3. Accumulated deferred tax reserves for non-current assets

6,599 million yen

4. Collateral assets
Assets pledged as collateral
Land
Obligations related to the above
Short-term bank loans
Long-term loans payable
5. Guarantee liability

744 million yen
150 million yen
142 million yen

Advances received
64 million yen
Long-term deposits received 1,000 million yen

Liability guarantees for borrowings of other companies

55

964 million yen

Notes to Non-consolidated Statement of Income
1. Transactions with affiliates
Operating transactions
Revenue
Transactions other than operating transactions

21,977 million yen
2,422 million yen

Cost

53,698 million yen

Notes to Non-consolidated Statement of Changes in Net Assets
Number of treasury shares as of March 31, 2023
Common stock 3,780,230 shares
Notes to Tax Effect Accounting
Major factors for deferred tax assets and liabilities[Deferred income tax assets]
Enterprise taxes payable
Allowance for investment loss
Accrued bonuses
Retirement benefits
Depreciation
Impairment loss
Other
Deferred income tax assets – subtotal
Valuation allowance
Total deferred income tax assets[Deferred income tax liabilities]
Net unrealized holding gains on securities
Reserve for reduction entry
Reserve for special depreciation
Other
Total deferred income tax liabilities
Net deferred income tax liabilities

352 million yen
11 million yen
651 million yen
368 million yen
6,611 million yen
639 million yen
1,998 million yen
10,634 million yen(1,956) million yen
8,678 million yen(27,514) million yen(15,972) million yen(48) million yen(67) million yen(43,602) million yen(34,924) million yen

Notes to Per Share Information
1. Net assets per share

4,065.56 yen

2. Basic earnings per share 277.60 yen
Notes to Significant Subsequent Events
The notes are omitted because the same information is described in the Notes to Significant Subsequent Eventsin the Notes to the Consolidated Financial Statements.

56Independent Auditor’s Report
May 15, 2023
To the Board of Directors of Mitsubishi Logistics Corporation :KPMG AZSA LLC
Tokyo Office, Japan
Yoshiaki Uesaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaya Ariyoshi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related notes ofMitsubishi Logistics Corporation (“the Company”) and its consolidated subsidiaries (collectively referred to as“the Group”), as at March 31, 2023 and for the year from April 1, 2022 to March 31, 2023 in accordance with
Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, theconsolidated financial position and the results of operations of the Group for the period, for which theconsolidated financial statements were prepared, in accordance with accounting principles generally accepted inJapan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to “Notes to Significant Subsequent Events ” to the consolidated financial statements, theCompany entered into a share transfer agreement on April 28, 2023, to acquire the shares of four specialty
logistics companies with dedicated pharmaceutical and healthcare and United States government services
divisions, Cavalier Logistics Management II, Inc., Cavalier International Air Freight, Inc., DC Dyna, Inc. in the
United States and Cavalier Logistics U.K. Limited in the United Kingdom through a new subsidiary to beestablished by the Company in the United States.
Our opinion is not modified in respect of this matter.
57

Other Information
The other information comprises the business report and its supplementary schedules. Management is
responsible for the preparation and presentation of the other information. Corporate auditors and the board ofcorporate auditors are responsible for overseeing the directors’ performance of their duties with regard to thedesign, implementation and maintenance of the reporting process for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for theConsolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern in accordance withaccounting principles generally accepted in Japan.
Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’ performanceof their duties with regard to the design, implementation and maintenance of the Group’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with auditing standards generally accepted in Japan will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
58



Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the audit is not to express an opinion
on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.



Evaluate whether the presentation and disclosures in the consolidated financial statements are inaccordance with accounting standards generally accepted in Japan, the overall presentation, structure
and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remainsolely responsible for our audit opinion.

We communicate with corporate auditors and the board of corporate auditors regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Group which is required to be disclosed pursuant to the provisions of theCertified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act for the conveniences of the reader.

59Independent Auditor’s Report
May 15, 2023
To the Board of Directors of Mitsubishi Logistics Corporation :KPMG AZSA LLC
Tokyo Office, Japan
Yoshiaki Uesaka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaya Ariyoshi
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income, thestatement of changes in net assets and the related notes, and the accompanying supplementary schedules (“thefinancial statements and the accompanying supplementary schedules”) of Mitsubishi Logistics Corporation (“theCompany”) as at March 31, 2023 and for the year from April 1, 2022 to March 31, 2023 in accordance with
Article 436-2-1 of the Companies Act.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present
fairly, in all material respects, the financial position and the results of operations of the Company for the period,
for which the financial statements and the accompanying supplementary schedules were prepared, in accordancewith accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements and the Accompanying Supplementary Schedules section of our report. We are independent of theCompany in accordance with the ethical requirements that are relevant to our audit of the financial statements
in Japan, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to “Notes to Significant Subsequent Events ” to the non-consolidated financial statements,
the Company entered into a share transfer agreement on April 28, 2023, to acquire the shares of four specialty
logistics companies with dedicated pharmaceutical and healthcare and United States government services
divisions, Cavalier Logistics Management II, Inc., Cavalier International Air Freight, Inc., DC Dyna, Inc. in the
United States and Cavalier Logistics U.K. Limited in the United Kingdom through a new subsidiary to beestablished by the Company in the United States.
Our opinion is not modified in respect of this matter.
60

Other Information
The other information comprises the business report and its supplementary schedules . Management is
responsible for the preparation and presentation of the other information. Corporate auditors and the board ofcorporate auditors are responsible for overseeing the directors’ performance of their duties with regard to thedesign, implementation and maintenance of the reporting process for the other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules, our
responsibility is to read the other information and, in doing so, consider whether the other information ismaterially inconsistent with the financial statements and the accompanying supplementary schedules or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Corporate Auditors and the Board of Corporate Auditors for the
Financial Statements and the Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and theaccompanying supplementary schedules in accordance with accounting principles generally accepted in Japan,
and for such internal control as management determines is necessary to enable the preparation of financial
statements and the accompanying supplementary schedules that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is
responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern in accordance with accounting principles generally accepted in Japan.
Corporate auditors and the board of corporate auditors are responsible for overseeing the directors’ performanceof their duties with regard to the design, implementation and maintenance of the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is nota guarantee that an audit conducted in accordance with auditing standards generally accepted in Japan will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements and the accompanying
supplementary schedules.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements and the accompanying
supplementary schedules, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
61

Obtain an understanding of internal control relevant to the audit in order to design audit procedures thatare appropriate in the circumstances, while the objective of the audit is not to express an opinion on theeffectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements and the accompanying supplementary schedules or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause theCompany to cease to continue as a going concern.



Evaluate whether the presentation and disclosures in the financial statements and the accompanying
supplementary schedules are in accordance with accounting standards generally accepted in Japan, theoverall presentation, structure and content of the financial statements and the accompanying
supplementary schedules, including the disclosures, and whether the financial statements and theaccompanying supplementary schedules represent the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with corporate auditors and the board of corporate auditors regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide corporate auditors and the board of corporate auditors with a statement that we have compliedwith relevant ethical requirements regarding independence, and communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Company which is required to be disclosed pursuant to the provisions of theCertified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
This is an English translation of the Independent Auditor’s Report as required by the Companies Act
of Japan for the conveniences of the reader.

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Board of Corporate Auditors’ Audit Report

Audit Report(English Translation)
Regarding the performance of duties by the Directors for the 220th fiscal year from April 1, 2022 to March
31, 2023, the Board of Corporate Auditors hereby submits its audit report, which has been prepared upon carefulconsideration based on the audit report prepared by each Corporate Auditor.
1. Summary of Auditing Methods by the Corporate Auditors and Board of Corporate Auditors(1) The Board of Corporate Auditors established auditing policies, audit plans and other relevant matters,
and received reports from each Corporate Auditor regarding his or her audits and results thereof, as
well as received reports from the Directors, other relevant personnel and the Accounting Auditor
regarding performance of their duties, and sought explanations as necessary.
(2) Each Corporate Auditor complied with the auditing standards of the Corporate Auditors establishedby the Board of Corporate Auditors, followed the auditing policies, audit plans and other relevant
matters, communicated with Directors, the Internal Audit Department, other employees, and any otherrelevant personnel via the Internet, or other means, and made efforts to prepare the environment for
information collection and audit, as well as conducted the audit through the methods described below.
1. We participated in meetings of the Board of Directors, the Executive Committee, and otherimportant meetings, received reports from the Directors, employees and other relevant personnel
regarding performance of their duties, sought explanations as necessary, examined important
authorized documents and associated information, and studied the operations and financial
positions at the headquarters and principal business offices. With respect to subsidiaries, wecommunicated and exchanged information with Directors and Corporate Auditors of subsidiaries
as well as received reports from subsidiaries by visiting them as necessary.
2. In addition, with respect to the system for ensuring that the performance of duties by the Directors
as stated in the Business Report conforms to the related laws and regulations and the Articles ofIncorporation, and the contents of the resolutions of the Board of Directors regarding preparationof other system to ensure the properness of operations of a group of enterprises consisting of astock company and its subsidiaries as stipulated in Article 100, Paragraphs 1 and 3, of theOrdinance for Enforcement of the Companies Act and such other system prepared based on such
resolutions (internal controls system), we received regular reports from Directors, employees andother relevant personnel regarding the development and the operation of the system, requested
explanations as needed. With respect to internal control over Financial Reporting, we received
reports from Directors and other relevant personnel as well as KPMG AZSA LLC regarding thestatus of evaluation and audit of the internal control, and requested explanations as needed.
3. We examined the details of the basic policies pursuant to Article 118, Item 3 a. of the Ordinancefor Enforcement of the Companies Act set forth in the Business Report.
4. Furthermore, we monitored and verified whether the Accounting Auditor maintained its
independence and implemented appropriate audits, as well as received reports from the
Accounting Auditor regarding the performance of its duties and sought explanations as necessary.
In addition, we received notice from the Accounting Auditor that “the system for ensuring that
duties are performed properly” (matters set forth in each item of Article 131 of the Ordinance for
Corporate Accounting) had been prepared in accordance with the Product Quality Management
Standards Regarding Audits (issued by the Business Accounting Deliberation Council on October28, 2005) and other relevant standards, and sought explanations as necessary.
Based on the above methods, we examined the Business Report and the supplementary schedules
thereof, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets, and non-consolidated notes)
and the supplementary schedules thereof, as well as the consolidated financial statements (consolidatedbalance sheet, consolidated statement of income, consolidated statement of changes in net assets andconsolidated notes) related to the relevant fiscal year.

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2. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents

1. In our opinion, the Business Report and the supplementary schedules are in accordance with therelated laws and regulations, and the Articles of Incorporation, and fairly represent the Company’s
condition.
2. We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties by
the Directors.
3. In our opinion, the contents of the resolutions of the Board of Directors related to the internal control
systems are fair and reasonable. In addition, we have found no matters on which to remark regarding
the description in the Business Report and the performance of duties by the Directors related to suchinternal control systems, as well as internal control over Financial Reporting.
4. We have found no matters to point out with respect to the basic policies regarding the Company’scontrol as described in the Business Report.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG AZSA
LLC are fair and reasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG AZSA
LLC are fair and reasonable.

May 17, 2023
Board of Corporate Auditors, Mitsubishi Logistics Corporation
Standing Corporate Auditor(Full-time Corporate Auditor)
Corporate Auditor(Full-time Outside Corporate
Auditor)Corporate Auditor(Outside Corporate Auditor)
Corporate Auditor(Outside Corporate Auditor)
Corporate Auditor

64

Tohru Watanabe
Mikine Hasegawa
Yohnosuke Yamada
Takao Sato
Junya Miura